Chapter 38: True Panic

Author's note:

Well here it is, a confrontation chapter for all of you to enjoy before an actual fight chapter yippee! Anyway this took a while longer than I thought it would thanks to school, and legend of zelda breath of the wild which in turn I'm slightly addicted to. Regardless it took all my will power to bring this chapter and eventually the next one once I start working on it. When? Probably after I work on and post the next chapter in my Animal Crossing X Monster Hunter story which is still in it's infancy. And...I have nothing left to say but read, review(if you want to say something it's optional after all), and this is TheFoolOfTheNoon signing off.

/

Location: Castle Dungeons

Time: 2:56 P.M.

Deep in the darkest dungeon hidden to even the king of the Dream Realm, the remaining members of the assault force that was made up the Nightmare Brothers, the dream fairies, Discord, Spike, and the remaining bearers of the Elements of Harmony lay sleeping and imprisoned behind a large metal cell door. Unbeknownst to them, their ticket to freedom was just outside their door as the lock on their cell began to freeze over before being destroyed. With a loud creek the cell door was pulled open as the figure of Paranoia stepped into the room seeing the sleeping forms of his allies. He smiled warmly at the scene as he examined them, but his smiled faded as he noticed that his friends were missing their weapons along with the ever so vital elements of harmony.

"She really is covering her bases…" the elder nightmare mumbled to himself as he snapped his fingers removing the sleeping spell that was cast upon his friends; allowing them to finally wake up from their slumber as one by one they started to open their eyes with a few yawning as their sleepiness wore off. Although, among the group the first thing Fluttershy laid eyes on was the heroic nightmare himself. She gave him a warm smile as she tried to stand up, but nearly fell back onto the ground if it wasn't for the shadowy hand that stopped her mid collapse.

"Th-Thanks…" she said sleepily as she was brought to the nightmare and picked by him bridal style.

"You already slept on the floor once. What kind of man would I be if I let you sleep on it again? Now in advance…I apologize for what I'm about to do."

"Do…*yawn*…what?"

"This," commanding the elemental power he controls, Paranoia instantly dropped the temperature in the room to an eye opening twenty degrees Fahrenheit. Those slowly awakening on the floor instantly shot up from the icy cold ground with a yelp of surprise. Fluttershy also shot up from Paranoia's embrace, nearly hitting the ceiling of the cell as she was shivering from the low temperature. "Again, I apologize for resorting to such a drastic measure to waking all of you up, but time is not on our side."

"A-Apology ac-accepted!" The freezing mare said as she got out of the room in order to warm herself.

The other's joined her as Paranoia returned the room back to its normal state while ignoring the few angry glares from his allies. Once everyone was outside Paranoia explained the situation to them all. He told them that Midnight put them all to sleep with a powerful spell that was difficult to break without knowledge of said spell. In addition to it, she tried to convert him into one of her generals, but failed miserably. However, he's fearing for the worst of his brothers whom of which he could not find on his way to them. To make matters worse, he noted that everyone save for himself is disarmed and the Elements of Harmony are missing. The group had a mix of disbelief and anger among its members with Lucain saying that this is the second time they lost their weapons while Pinkie asking how are they going bring Twilight back.

"Indeed things look grim, but we must press onto the throne room. No doubt Midnight is keeping the elements close by in order to keep them away from your grasp, so we have no choice but to head there."

"Great…looks like we need to fight whatever comes our way tooth and claw or in our pony friends case tooth and hoof" Lucain said angrily.

"For you three…not true"

"Wait what do you mean?"

Extending his hand outward a small portal appeared before them as suddenly three weapons dropped out of it; each making an impact on the ground with a metal clatter. Lucain, Kiki, and Hopper stared at the weapons as they slowly realized it's their own weapons that they lost to Paranoia during their first combat encounter.

"Our weapons!" Kiki shouted excitedly as she picked up her gauntlets and put them on. Her friends did the same with their respective weapons as they turned to Paranoia and thanked him.

"It's no problem, I actually wanted to give them back to you earlier, but I forgotten about it after all the excitement."

"Well you gave them back eventually, and that's good enough for me" Kiki said as she pounded her fists together.

"Yeah…now we can efficiently take care of any threats in our way." Lucain added putting his ax at rest.

Paranoia nodded as he looked to the others who which gave him a determined glance showing that they are ready to face any threat together including Discord who despite being unable to use his powers and magic wanted to help as much as he can.

"Then we are all ready to go…" Paranoia said as he looked down the hall behind them. "There was a stairway a few turns away down that hall. Once we get out of here we need to head towards the throne room and confront Midnight."

"That's it? I thought you were going to have an actual plan to defeat Midnight?" Discord said dryly.

"Honestly, it's all I have considering how Midnight stolen the only thing that could weaken and defeat her, but I'm also hoping that we might run into my brothers…" Paranoia trailed off as he said the word. The nightmare figured that the reason he didn't find his brothers is that Midnight converted them already and is using them to bolster her defenses. Not to mention that they too are fragments of Desmond and if they poof them then…no. He had to stay resolute, for his next actions may influence his gamble later on.

"Paranoia, are you okay?" Spoke the soft voice of Fluttershy as she broke the nightmare from his thoughts.

The masked nightmare looked at his new love with his expressionless mask; thank the gods that his mask was hiding his depressed expression preventing the mare from reading his face. "I'm fine just thinking about my brothers" He replied calmly in order to not to betray his emotions.

"You must be really worried about them."

"It's natural for a family such as mine. We always watched out for each other and cared for each other's well being. Usually, when one of us is emotionally troubled it's not uncommon for all of us to get together and go out to do something fun."

"Well don't worry, I'm sure we'll find them and once this is over maybe you can meet my family."

"That sounds nice; I just hope your family doesn't freak out when they see me."

"I wouldn't worry about that…too much. They're very passive, so I don't think they'll freak out…as much."

Paranoia chuckled a little, "I look forward to meeting them. They sound like interesting people."

"They have their hobbies."

"Everyone does." Now he was really glad he was wearing his mask as he can feel his own expressions betray him underneath the emotionless cover. "If only…I wasn't going to do what I plan to do…"

/

Location: Mindscape

Time: Unknown

He can feel nothing anymore as his body fell deeper into the darkness of his mind; being pulled by hands from those he have consumed to avoid being tortured by hunger. The lord of nightmares was only a shell of his former self as his body laid still having since lost the strength to fight anymore. He can no longer see why he should anymore; as he was lost in his own mind with no way out, and worst of all he deserved it. Thinking it over these nightmares became crazy because of him; sure they were criminals but they didn't deserve the fate he gave them.

"Txgxlxwx…" he mumbled to himself in a voice not his own. As a matter of fact, it wasn't even English but yet he understood what he himself was saying. He didn't before, but yet as he wallowed in void; he felt it coming back to him. "Txux…txhx mx I?"

"Fredrick…" Spoke a mysterious yet familiar voice.

"Hxh? Sxhx exext? Dxa yxw m'x gxixlxt exix sxhx?"

"You…don't remember me don't you?"

"Rxox a exixv…wxh dxuxc I?"

"That's a fair point, but that's not important right now. I was given a small amount of time to talk to you, so please…listen!"

The nightmare simply shrugged weakly, "Yxs txhx uxy dxex ox yxs…"

"Fredrick this isn't like you! You were a powerful nightmare and yet here you are giving up not only your body but mind as well to an evil from a different world!"

"Txb txhx nxc I ox? M'x dxpxaxt nx yx nxo dxix dxa I t'xax dxix a yxw txo!"

"Fredrick, I saw what you are capable of and have yet to BE capable of, and you should have the strength to take back your mind even if you can't break out of Midnight's control yet."

"Ox txhx dxuxhx I ox? Txhx…exo txax ox yx dxix sx oxt gxoxtx! Wxh nxc I pxex px hxix txhx?"

"If he's a part of you…then you should be able to do what he does. The flesh and bone weapons…the bone armor; everything! Remember Fredrick this is your mind and your playground, all you need to do is grab the reigns and take hold. Your friends are doing what they can to help on the outside, but you need to do your part in here! Trust me when I say you have the power to do this, and if you don't believe in yourself…then believe in me for I believe in you."

"….Oxw exa uxy?"

"*Giggles* You know me already and you already met my son, but if you need a reminder I'll gladly give it to you; my name is…Jocelyn."

Fredrick's eyes open wide as an expanding sinkhole as that single name rang in his ears. The nightmare wanted to speak but couldn't find the words. The owner of the voice somehow noticed as her voice took on a more positive tone when she spoked to him again, "Now stop messing around 'Lord Nightmare' and break out of there; Twilight is waiting for you." As mysteriously as the voice came it disappeared and the presence could no longer be felt. Fredrick still had more questions, but now he sees that the time to talk is long over.

"Txgxlxwx…Txgxlxwx…Twxlixxt…TWILIGHT!" The nightmare cried out the name of his newfound love as he tore an arm away from the hands dragging him down into the darkness. The hands tried to grab him again, but were instead met with the business end of Fredrick's cane sword as he cut himself free. "I am LORD NIGHTMARE! And all of you husks shall cease your actions at once!" Sprouting his wings the royal nightmare finally broke free from the remaining arms and took flight upwards; heading back to the surface of the mindscape where he plans on setting everything right.

/

Location: Oberon's Castle Dungeon (B-1)

Time: 3:04 P.M.

Making their way through the dungeon the group passed many cells filled with dream fairies calling for help; most of the members wanted to help them, but Paranoia reminded them that they first had to deal with Midnight and her nightmares or else they will be put in a needless danger. The members conceded and instead gave their apologies and told them that they'll be back for them later. Some of them got the message while others didn't get a chance to hear it as the group ran by; determined to finish this once and for all.

"The stairs should be up ahead. Once we climb them we should be back on ground level, after that we need to find a way to the throne room" Paranoia declared as he led the group.

"Paranoia, I think we can point the way, but first we need to see where we are once we get out." Lucain said informatively.

"Alright, then you Lucain and your two friends will take point once we surface."

"Sir yes sir!" The three said with a smile.

This brought a smile on the nightmare as well as they finally reached the stairs and began to climb them with pure haste. But, as they climb the stairs they began to hear a male voice singing in the distance. Paranoia and Applejack immediately recognized the voice and started to pick up the pace ahead of the team and as such it wasn't long until they surfaced and found the nightmare in the next hall they found themselves at, but upon seeing him they knew something was off. He wasn't looking at them as he was staring at the ceiling; ignoring them. This stopped the group in their tracks while unnerving a few.

"Panic…are you okay?" Applejack asked with concern.

The singing nightmare stopped his current song and slowly turned to face the group, but to their horror they were met with a face filled with insanity and malice as he gave them an ear to ear grin that threaten to split his mouth open. Nobody said anything as he continued to grin at them before slowly his body turned back to its original position; without turning his head. Shocking those who witness him, the nightmare's neck broke and cracked until his head fully did an one eighty with his back now facing the group.

"Hello…you seem familiar…have we met before?" He asked in a twisted voice before laughing like a madman before his body fell backwards, landing on his hands and like a spider quickly scurried off into the darkness of the hall leaving everyone horrified at what they witness. Most of the group stood there in shock while Fluttershy immediately huddle next to Paranoia as she tried her best to forget the terrible sight.

The elder nightmare himself was not just horrified, but also extremely livid that Midnight did this to his brother, "That witch…has no idea what she just did." The temperature in the hall began to drop as Paranoia's anger rose. To his eyes, she just signed her death warrant. The others dare not say a word as they headed in the direction Panic took off, but not just because they needed to help him; it's because the path he took led outside of the building they were in.

/

Location: Bloody Carnival

Time: 3:10 P.M.

Racing against time Paranoia knew that if Midnight managed to drive Panic to the point of insanity then no doubt that she brought Fear to his breaking point as well. This means she plans on completely annihilating their forces, but if this was the case then they would have heard screams and agonizing cries by now, but they didn't. Which didn't give Paranoia a good feeling on what has yet to come.

"Paranoia?"

"Fluttershy…"

"Do you think we can save your brother?" she asked; concerned for the older nightmare's well being.

"There is a way…but you're not going to like it."

"Let me guess…we need to beat him up in order to turn him back to normal, right?"

"Unfortunately…but even then it's not guaranteed that it would work. There's a chance he may be too far gone to reach. Errgh…I just wish there was something I could do for them. As an older brother it's just…painful to be unable help those close to you."

The shy mare gave him a sympathetic smile, "Don't worry we will save them…somehow."

"Thank you for the voice of confidence love." Paranoia said with genuine thanks that put a warm smile on Fluttershy's face, but unbeknown to her the elder nightmare already had a plan but not one she would approve of.

"Look! I can see a light up ahead!" Shouted Kiki as everyone saw the light at the end of the hall. Running onward at full charge the group passed through the doorway with the light almost blinding them, but then a thought occurred among the wiser members. How can there be light if Midnight turned sky into an eternal night? The answer came to them quickly as the light that nearly blinded them switched off revealing where they are; a carnival.

"What the…the castle courtyard should be here! What's all of this doing here?!" Lucain exclaimed in surprise.

"This looks a lot like Panic's carnival…but something ain't right about it…" Applejack said as she took in the environment. They were in the middle square of the carnival, but instead of the normal old haunted looking buildings they were introduced to a horrible sight of bloody puppets hanging across various stalls and tents. Seeing these terrible things cause the country mare to tremble as she recalled her previous encounter with these…things. Applejack found herself breathing deeply as the memories came back to her; the blood, the screaming, and the voices. She remembered them all, and it didn't invoke any good feelings as she felt her mind going dark.

"Applejack, are you alright?" asked Rarity as she noticed her friend's deep breathing. But, she didn't get a response out her as her breathing grew worse. "Applejack? Applejack!" she shouted; snapping the mare out of her frenzied thoughts.

"Wah! Ah' didn't do anything! I swear!"

"Applejack darling calm down! Goodness, what's gotten into you?!"

"R-Rarity?... I don't know, but these p-puppets lying around are giving me some b-bad memories."

The others took notice of Applejack's plight and tried to comfort her as much as they can which indeed worked to some extent, but the mare was still shaken. Paranoia however, quickly analyzed the reason for this sudden outburst of madness.

"Applejack have you…entered any strange rooms in the past?"

"Just one…" she replied as Rarity and Pinkie remembered the one door Applejack disappeared into back in Panic's room.

"I see…was it in…Panic's metal shop?"

"E-eeyup…"

Paranoia didn't say anything for a while which didn't improve the mood at all, but he did eventually speak, "You been clearly traumatized by an event that took place in 'THAT' room. The room of 'The Gatherer'…"

"Y-yeah…Panic's alter ego."

Everybody who surrounded her gave looks of surprise including the elder nightmare, "You know the gatherer's true identity?! How?"

"I…found Panic's diary and discovered the truth about him."

"Everything?"

"Everything…"

"Then you know…'THAT' truth."

"Uh…I'm not the only one wondering what they're talking about right?" Rainbow Dash said earning a couple of nods.

Applejack and Paranoia however ignored the small talk around them and continued their conversation, "Yes…yes I do."

"Then you will be the one to face my younger brother."

"Yeah I…wait what!?"

"I second that notion…are you insane!?"

"Darling, our Applejack, by herself against that twisted horror that was your brother!?"

"That's crazy!"

"Paranoia are you sure this is a good idea?"

"It took both me and her just to beat one of his puppet's! How do you expect her to beat him by herself?"

"She will not be alone, but if there is anyone among us that can reach out to Panic it will be her."

"But…why me? What can I do?"

"Tell him the truth…he needs it more than ever; he will reject it for sure but he needs to see the light or else he will continue to live a lie of his own design."

"A-ah'll try, but no doubt things are going to get hairy once I tell him."

"Hold strong then…remember there is a potential in you that has yet to be discovered, and I have no reasons to doubt that you'll unlock it by confronting Panic."

"But what if it doesn't?"

"If you continue to doubt yourself then I can say with certainly that you will die."

Collective gasps came from all around as now the risk made itself known. But, before anyone could say anything a wicked laughter echoed around them. They looked around for the source of the laughter, but what they found was not one source but multiple as seven Panics looked down on them from various heights above them via buildings and stalls.

"Lookie lookie what do have here?"

"New recruits for our show I declare."

"But I see liar right there!"

"You mean the country mare?"

"She'll make an excellent puppet."

"After we shave all of her hair!"

"Once that's done…"

* We'll flay her alive!*

*AH HAHAHAHAHA!*

Their wicked laughter brought a chill to the groups spines as the horrid thought appeared in some of their minds, "Oh heavens…I know I did some terrible things in the past, but I believe flaying someone is taking things a bit too far." Discord said as he made a soft gulp. "To those who don't know what flaying is…don't look it up unless you want to spend the majority of your free time forgetting it."

"Discord! Now's not the time to be talking to the reader!"

"Er right…because it looks like they are about to…"

"Attack!" Shouted Lucain as the illusionary clones of the mad nightmare jumped from their perches and attacked the group head on all the while cackling like madmen. The first to clash was Lucain as his ax's blade met the copy's claws in a small clash that the illusion couldn't win, so it decided to redirect the weapon to the ground next to it to avoid being poofed too early.

"Well aren't we a meat-head?" The copy mocked as it gave swift kick to the wolf's side which nearly causes the fairy to drop his weapon, but he held strong as he grunted slightly from the attack.

"Gonna have to hit harder than that if you want to take me down." Lifting his ax in front of him the dream quickly swings his weapon hoping the broad side of his ax would hit the annoying target, but instead his weapon met nothing but the air as the copy acrobatically avoided the attack.

"And you have to swing quicker to hit me. Heh heh heh" with quick finger movement the illusion created a whip from the string from his right hand. The copy's smile grew wider as it pulled on the new weapon showing it's durability, "Alright doggy…" he cooed creepily, "It's disciplining time! Ah ha ha ha!"

"I ain't going to roll over for a copy!" Lucain shouted as he got his ax ready for the next attack.

"Now sit!" the copy shouted flicking the handmade whip at wolf's legs, but Lucain saw the attack coming and quickly made a short hop backwards avoiding the attack while still giving him enough distance to counter attack as he rammed the head of his ax into the copy forcing the illusion backwards nearly causing to hit the ground flat on his rear. However, the copy quickly recovered and leapt a yard back.

"No you first, I insist." Lucain said mockingly which angered the illusion.

"Well aren't you a disobedient pet? You know what this means right?"

"Oooh is it the spray bottle?" Lucain said with false fear.

"No…This!" With a few finger movements from the copy's left hand suddenly Lucain felt something grab hold of his left leg before suddenly tripping him and pulling him up into the air hoisting him just a few feet off the ground.

"What the?! When did you have the time to set this up?!"

"A few minutes ago, but now let's how disobedient you'll be after ninety lashes!" The illusion shouted as he was about to whip the dream fairy.

Lucain attempted to use his ax to block the attack, but the whip grabbed his weapon and tore it away from his grasp, "Nah uh uh uh…no blocking." The copy said with a sadistic smile as it tossed the weapon to the side. "Now count with me; one…"

*Crack*

"Ah!"

"Two…"

*Crack*

"Er-r!"

"Three…"

*Crack*

"Gah!"

Lucain can feel blood leak from the spots where he was hit which told him that the whip itself was cutting deep. He needed to get out of this situation or else he would poof again leaving his friends and allies one man short; plus he didn't want to be beaten twice by the nightmare brothers in the win loss ratio.

*Crack, Crack,Crack*

Three more whip lashes broke the fairy from his thoughts as he felt the agonizing pain that came from the whip; he hopes that one of his friends would see his predicament. Fortunately, one of them did, "Lucain!" shouted Kiki; taking the Panic clone by surprise as it was blindsided by a large metal fist which broke the copy's face as in contorted before sending it flying straight into a nearby stall which caused the large medium structure to collapse spectacularly onto the illusion causing it to poof into a cloud of smoke. With the copy now gone there was nothing holding up the wolf dream fairy and caused him to land on his head.

"Ow…thanks Kiki."

"Sorry, but I'm glad you're okay."

"Yeah…I'm sure glad these wounds aren't enough to poof me, but I am going to be making a mess for a while."

"Well no use crying over it we need to help the others!"

"Got it, just let me grab my ax."

The fairy picked up his weapon and along with Kiki headed towards their nearest ally; which happens to be a struggling Rarity and Spike who were doing their best to hold off the mad illusion. Meanwhile, Paranoia was doing his best to protect Fluttershy from two copies as they were trying to find an opening to attack the vulnerable mare.

"I know my brother is capable of dirty tactics, but this is taking things to a whole new low." The elder nightmare said stoically as he fended off their attacks with suture knives.

"We don't care who dies first…"

"Just the ideas of what we can do with your bodies."

Paranoia smirked under his mask, "If you are certain you can win…then you are certainly a pale imitation of the original."

"Pale?!"

"Imitation?!"

This set off the copies leaving them wide open like Paranoia intended; dropping his knives in the blink of an eye the nightmare revealed and unsheathed Crimson as he slashed at the two copies. Normal eyes cannot keep track at the speed Paranoia swing the blade as it cleanly cleaved the two illusions in two and freeze the remains as they fell onto the floor; shattering into a glorious display of crimson shards.

"My brother wouldn't have let such a weak taunt get to him so easily." Paranoia coldly said as he sheathed the blade.

Fluttershy peeked out behind the nightmare in time to see black smoke rise out of the shards and dissipate. The shy Pegasus isn't one for violence and this time is no different, but there was a gnawing feeling in her body that seemed to grow worse as time passed. She felt it telling her to get into the fight, but why is something she cannot explain as her protector broke her from her thoughts.

"Are you alright my dear?"

She nodded, "Yes I'm fine…but we need to help the others."

"On it, stay close."

"Right."

The duo took off to help Discord who was obviously having a hard time fending off the copy while his magic is sealed. While Rainbow Dash Pinkie were trying to corner one of the copies with surprising success as Pinkie managed to take the copy they were fight by surprise multiple times. However, with Applejack, the poor mare was still struggling with the mental trauma while fending off the Panic illusion, but to make a bad situation worse the copy was exploiting this weakness to full effect.

The illusion clone grabbed a nearby lifeless bloody puppet and was holding it up in front of the country mare's face, "Oh? Did you hear it liar? He said…" the copy then proceeded to ram its right hand into the back of the puppet causing blood to spill, all the while to Applejack's horror bringing the transformed corpse to life.

"ARGHHH! AHHH!" The puppet screamed frantically moving its limbs wildly revealing that the soul that once inhabited the body has completely lost its mind from the years of unspeakable torture done to it.

"Oooo…feisty but as you can plainly see liar… This is going to be you once we're done with you." The copy then began to laugh manically as Applejack continued to step backwards in fear and panic as she ended up cornering herself next to a wall. Her mind was racing to keep her thoughts together, but seeing the morbid display just caused the memories to return in full force as she remembered all the screaming in full detail.

"AHHH! Stop! Ah' can't take anymore of this!"

"That's alright…I already have you where I need you to be."

"H-Huh?!"

With a short whistle suddenly a net sprang out of the ground trapping the pony within it as it is hoisted into the air by two more Panic's that were hiding from the entire fight, "Take her to the boss man. He's got a question with this one…"

"You mean like the others?"

"What else could he mean by that cabrón? C'mon let's get a move on before the others notice!"

"Get me out of here! Get me out!" Applejack struggled frantically, but it was in vain as the two Panic's carried her off into the darkness while her friends are none the wiser. The Panic the drove Applejack into the corner in the first place whistled once more, but instead of getting a reaction like he wanted; nothing happened.

"What the…*whistles* oi! Morons it's time to g-oh…" The false nightmare went wide eyed as he saw the last of the copies he came with get destroyed in front of his very eyes. Along with multiple burning holes that were burning through his body like Swiss cheese.

"Grab him!" Shouted Rainbow Dash as the group was quickly upon the illusion that tried to escape, but was immediately cut off by Pinkie and Rainbow Dash who were giving the copy one hell of a combined glare as it felt a cold hand turning him around growing colder as the seconds pass.

"Now now…where are you going? We just need your help finding our friend who happens to mysteriously disappear in the middle of our fight. Now you wouldn't happen to know where she went…do you?" Paranoia somehow ended his sentence filled with an emotionless tone and venom; which did not go unnoticed by the copy as it was now shivering from both the dropping temperature and the evil eyes from the remaining group members. Especially from Fluttershy, whose glare was striking far more fear into him than he knew possible.

"Alright, alright! I'll tell you! Just…make her stop looking at me like that!" The copy caved as the dream fairy and Paranoia looked at Fluttershy who only stopped her famous 'stare' after noticing the eyes on her which in turn caused her to blush and give a sheepish smile.

"Heh, who needs to interrogate when all we need is Fluttershy's 'Stare'." The rainbow mane Pegasus said with a smirk.

"That was surprisingly…effective I can think of a few people from my old circle of friends who would love to have a ability like that." Paranoia said still quite a bit dumbfounded how that even works.

"W-Well…I wouldn't give it too much credit. I-I mean it doesn't work on just everypony."

"I can vouch for that…didn't even intimidate me in the slightest" added Discord.

"Well I guess there limitations, but we're getting off topic…start talking imitation."

"Okay, okay…we kidnapped her eh."

"Then where are you taking her?"

"Well you see…"

/

Location: Big Top

Time: 3:23 P.M.

"Let me go yah weridos! Let me go!" Shouted Applejack as she was dragged into the large tent struggling fruitlessly against the hand made net made from strings created from the copies own hands.

"Oi, she's a broken record…"

"Yeah…and she's one word away from making a song out of her complaining."

"Heh…sounds like something that someone would beat to death."

"I know right? Hah ha ha ha!"

The Panic's cackled in wicked laughter reveling in their conversation as Applejack continued to struggle until she saw something hanging in the darkness of the large tent. Her mind immediately went to the bloody puppets as she continued to see more and more forms in the darkness; all hanging above the ground. The country mare swallowed a lump in her throat as her heartbeat quickened; she was better off never going into that room in the first place, but now the mental scars are so deep the mare can't tell if she'll ever recover.

"Me's…" spoke a new voice that sounded deeper and more demented than the Panic's that are dragging her to her certain doom. "Did you bring her?"

"Yes boss man."

"Affirmative…man."

"Good…bring her to me."

Needing not to speak the Panic's dropped her into a circle of light; caused from a placed spotlight. This nearly blinded Applejack, but eventually her sight returned revealing to her the man formerly known as Panic. His outfit is no longer was made of cloth and was instead was made out of black flesh and crimson bone that almost seemed to be alive while he sat on a throne made up of various puppet limbs.

"Another liar running around in my town…or in your case maybe the one who finally speaks the truth for once."

"P-Panic?"

"Oh? You didn't start off by spouting lies? You already hold a lot more promise than those before you."

"B-Before me? What are you yabbing about!?"

"Tch, you think you're the first Applejack to be in my presence? I've killed many fake Applejack's created by Midnight and all of them spout lies at me and in turn…I murdered them…"

Applejack had to hold her breath as this wasn't the same mischievous showman that danced with her all the while revealing his attraction to her, but instead she was looking at the face of a stone cold killer, "T-The 'Gatherer'?"

The corrupted nightmare gave an insane smile mirroring the one he showed to the entire group before scampering off, "That's the name many call me because I gather all the worst offenders of lying and turn them into my puppets for my amusement. Heh heh heh…and judging by the looks of your eyes I believe you seen my works." Panic then stood up from his throne and walked towards the terrified mare holding out his clawed hand which was revealed to be fused to the sleeve of his new organic coat. "Now let me feel your terror and panic…" he said with a maniacal voice.

Slowly his hand made contact with the shivering mare's head, but as he did his hand didn't move for a few seconds before giving her head a light squeeze. Upon feeling her solid skull the nightmare eyes widen as he suddenly jerk back his arm much to the astonishment to the copies around him.

"Could it be?" he said softly as he returned his hand to the mare and started feeling the rest of her body from neck to back through the gaps in the net; much to Applejack's discomfort. "You feel so real…"

"That's because I am real Panic…" Applejack spoke softly noticing that the nightmare becoming more docile the more he felt her body. In her mind she remembered that Paranoia told her that only she can face Panic in his insanity. Maybe she can bring him to his senses before things go south. Suddenly, the net covering her body was thrown off of her as quickly as she was pulled into a hug by the nightmare.

"Tr-Truly? Am I not being deceived by another cruel illusion? No, it cannot be an illusion or I would have seen through it already." The nightmare felt tears well up in his eyes as they cascaded down his face, and much to Applejack's surprise one tear trail is red like blood. Her eyes followed the trail until she found out where it originated from; his right eye.

"Let it out sugarcube…just let it out…" she said in an almost nurturing tone of voice as she return the hug and patted his back gently. To see a full grown man cry is a strange sight to see, but Applejack could only imagine what kind of mental torture he went through that pushed him to the brink. The two spent ten minutes hugging before Panic finally broke the contact and was now looking at her straight in the eyes.

"I-I had enough lies told to me to last a lifetime…where are the others?"

"Probably looking for me after your illusions kidnapped me. We should get out of this freaky ring and make the search easier for them."

"R-Right…" The nightmare stood up and was ready to follow the country mare out of the Big Top, but there was one burning question he had to ask, "Applejack?..."

"Yeah?"

"I-I just have one question to ask if that's alright with you."

"Sure, shoot."

"Are my daughters real or not? You've read my diary before and logically you must know the answer to this horrid question."

Applejack felt the whole world crash onto her shoulders, for she knew that she is trapped. Either she speaks the truth to him during his emotional instability or attempt to make up an excuse for more time, but deep down she knew that Panic wouldn't give her the luxury, "Are you sure you want to hear it? Ah' mean, I don't think you're mentally ready to hear it."

"P-Please…I want to hear the answer right now."

"Shoot…" Applejack mentally said in despair, "Okay…but promise me that you won't freak out."

"I'll…try…" a slight growl came out of the corrupted nightmare's voice which didn't give the country mare any hopes he will keep his reaction under control.

"Alright…" she turned to face the nightmare who in turn had seen better days, "Panic…the truth about your daughters is…" Applejack found herself struggling to finish her sentence which seemed to aggravate Panic.

"Is…what? What!? Finish what you have to say!" he demanded which nearly cause the mare to choke on her words.

"Is…is…" Applejack then took a deep breath before letting it all out, "THEY"RE NOT REAL!" she shouted in one loud voice which actually stunned the Panic copies including the original. Though the mare felt a weight lift from her shoulders, it was soon replace by a feeling of overwhelming panic as a dark aura flared up in front of her coming from none other than the nightmare of the same name.

She saw his fingers tightening and releasing in anger driven pattern before gazing upon his face; an action she immediately regretted as the black void in his right eye socket lit up a red glowing eye fueled with murderous intent as betrayed looked began to grow onto his face. The nightmare didn't utter a word as his frown changed into a grimace and then into teeth grinding snarl.

"Liar…" he growled lowly.

"Wh-What…?"

"You…are…not…the…real…Applejack…"

Hearing this stunned the mare as she knew full well that she is herself, but she couldn't understand where this nonsense came from, "P-Panic what are you talking about? It is me and ah' ain't lying!"

"NO! YOU'RE NOT! You're just another fake created by Midnight! How do I know? Because all the fakes told me that exact same lie!"

"But wait! Didn't we already prove that ah'm not an illusion!?"

"SILENCE! I had enough of hearing your voice!" Panic's glowing eye grew brighter as his angry snarl turned into a smile, "Heh heh heh…I'm going to murder you!" he said with psychotic glee as he suddenly lunged at the mare, but before he could come close to his target. But, suddenly a cloud of dust spilled into the air which indeed blocked the corrupted nightmare's vision but he still ultimately hit something; just not what he was expecting.

*Clang*

The sound of flesh hitting metal was heard in the large tent as the dust cloud cleared away revealing what got in the way of Panic's attack. Applejack gasped as she recognized the maid outfit on the body of her savior; it was Emily and hanging onto her back was her sister Tricky.

"Sorry we're late, but crossing the entire wasteland took up a couple of chapters." The harlequin dressed sister said with innocent glee.

"Tricky not now…we have a pony to aid." Emily said emotionlessly as she cracked her knuckles ready for the fight the duo knew was long coming.