Song Tags (Number in story text indicates where suggested song should be played; (~) indicates where song ends in story):

(#) - Song Title (Artist)

...yeah, there actually aren't any song tags for this chapter. Sorry. Just hum the Inception theme during the last bit, or something.

In Tooth And Mane

Episode 2: Idle Hooves

Part 2

The Dream was everything. Everything was the Dream.

Sometimes, she would stop dreaming long enough to surface, long enough to see the Forest for fractions of a second, but she would never wake up. Her world was constructed of unseen waves: she would rise up to the water's edge, stick her nose out and inhale, and then it was back down into the cold, into the darkness.

Into the Dream.

The Dream was always different, but never did it change. She would open her eyes and see a gigantic orchard, one filled with thin but sturdy trees displaying glistening red fruits. Apple trees. They were her apple trees; she had no way of knowing that, but it wasn't something she knew. It was a Feeling. The Dream was full of Feelings.

She wasn't alone in the Dream. There were other ponies among the apples: one large and red with a hazelnut mane and a thick wooden bracer around his neck; one old and green with a wrinkled head full of silvery gray hair; and one small and yellow with an eternally wide smile, her cherry red mane tied back with a bright pink bow. There were Feelings about these ponies too: family. These ponies were her family. Whatever that meant.

The Dream always began the same. She and the other three ponies—the family ponies—would walk through the trees and harvest the apples by kicking the trunks with their hind hooves and collecting the fruits that fell. Another Feeling: applebucking. They were bucking apples. For food. For selling. For the Town.

The Town was the strangest Feeling of all. The other Feelings all had images, had faces; this one was just a word, with more Feelings that split off from it like leaves from the branches in the Forest trees. Feelings about other ponies. She could feel them all around her, in past dreams and forgotten memories: the Town ponies. Her friends. Another word that meant nothing. Another Feeling among hundreds.

The Dream was full of Feelings.

Sometimes the applebucking would last for several minutes; other times, she wouldn't even get all the apples from the first tree before it happened. Before the Dream shifted. It was always the same Shift: she would bend down to pick up an apple, only to find that it would no longer fit inside her mouth. She would try another apple; same thing. And then she would move on to a third apple, and it would be bigger than her head, bigger than her torso, bigger than her. It would never happen the same way twice: sometimes the Shift was gradual, sometimes it was immediate. Once she had grown larger first, taller than all the trees in the forest, and just as she began to think that this was finally a new Shift the ground had rushed up at her and she was smaller than ever. The Shift was always different, but never did it change.

As she began to disappear from view, the small family pony would cry out. Tears would fill her eyes and her bow would slouch across her forehead, and the big family pony would comfort her. But his eyes would be dry. His eyes would burn with latent fire, and it would be directed at her. At the spot where she had shrunken away to nothing, where she had abandoned them. Her family.

And then the third family pony, the frail one bent with the fatigue of old age, would scream.

Sometimes, that crotchety shriek would be the only noise in the Dream. But what happened next was always the same: all three family ponies would turn towards where the old one was facing, and their mouths would fall open in horror. The monster couldn't be defined by its size; It was the horizon, It was the earth and the sky and the very air they breathed. It was black and shadowy and pulsing with lightning, and It moved faster than the wind could possibly carry it.

And the family ponies would always run, but they would never escape. She would run too, but it wasn't the running that propelled her forward; no matter how fast or slow she moved her legs, she would always stay right with the group, close enough to see their panic and smell their desperation and feel their terror deep within her stomach, feel it digging in with metal hooks and clawing down towards her hooves. There was no pain in the Dream, save for that. Save for the barbs of those hooks, of the family ponies as, one by one, they fell before the onslaught of the unknowable creature.

The old one was always first. Sometimes a root or stone will stick up too far or sometimes she would simply run out of strength, but one way or another she would collapse into the dirt and scream one final time before It overtook her. The big one would go next, the beast slowly gaining on him for several yards until with a sudden burst of speed It swept over his back legs and deadened them on contact, sending the second family pony sprawling to the ground with his entire body writhing in agony for the last few seconds of his life. And then the little one…the little one would run faster, and her breaths would come in sobs. And with every step, the beast would creep closer, and with every step the hooks would pull harder and harder, until all she knew was pain and blackness and blinding, uninhibited fear.

She was at once part of nothing and part of everything. She was the little pony, the orchard whirring past her eyes as her lungs began to seize. She was the orchard, watching in silent misery as the beast overcame it. She was the beast, absorbing the life of everything it touched to sate a never-ending hunger. She was hunger, she was suffocation, she was suffering and she couldn't do anything about it. Helpless. She was helpless.

And the beast marched ever onward.

The little pony never made a sound when It finally caught her; her lips moved and her throat seared itself raw, but no noise escaped the maw of the beast. And yet the hooks always heard it. And yet the hooks burned so hot and so fiercely when it happened that the only thing that kept her from screaming in return was the voice that she no longer had. Three times the family ponies fell, and three times she fell with each of them. The orchard was gone, the sky had burned to ash, and all she had left was the hooks and the nothingness and the knowledge of the unknowable. They were gone. The world was gone. Everything she had ever known or loved was gone.

And she had been utterly powerless to stop it.

The cloud would envelop her then, and the hooks would fall away as the orchard dissolved and sank into the blackness beneath her. The beast would pour down her throat and surround her lungs, crushing them together against her heart and filtering the air out of every heaving breath she took. And for a moment, just as the smoke of the beast spread into her skull and pushed outward with such force that she thought the bone might crack and shatter under the pressure, she would see the family ponies again. In the far distance, much too far for her to reach, they would stand unharmed but horrified, silenced lips and dimmed eyes begging for somepony to save them from the blackness, from the beast, from It. And she would always reach out, send the last tendril of her consciousness still under her control snaking out towards them…and they would disappear. And the blackness would be complete.

She never noticed the fact that she was rising until she emerged at the top of the cloud, until with a gasp and a shudder that filled her entire body with tingling adrenaline, she found herself back in the Forest and out of the Dream. Safe from the beast. But no, she wasn't safe, was she? Because the beast wasn't just in her dream; it was here, all around her. Waiting outside of the Forest, and maybe even inside it. It always caught her in the Dream, but then she always woke up. Then it was all just a bad memory, ready to be repeated and replayed wherever the real world, the real Forest, wasn't enough to terrify her into hiding herself away from it.

So her eyelids would sag, and her head would sink back down into the grass, and without complaint she would reenter the Dream. Because it was safer in there, where nothing was real and pain was only temporary. Because she saw nothing worth getting up for in the Forest, in the real world. Because when she thought to rationalize it, she was still very, very tired.

But most of all, because she wanted to save those family ponies this time. Keep them safe. Keep away the blackness. Change the Dream.

The Dream was everything. Everything was the Dream.

• • •


She blinked. This wasn't the Dream. This wasn't anything she had ever seen before. There were no trees or apples or family ponies in this place; there was only a large expanse of plain brown dirt, covered and surrounded by a dense white fog that seemed neither frightening or friendly, that seemed to have a purpose that somepony else knew and she would never discover. That simply hung there, waiting for her to move, waiting for its motives to be created.


She blinked again. That name…was familiar. Had a Feeling about it. It was the only Feeling in this place, and it was the strongest she had ever felt. A Feeling of…of recognition. Of memories.


Of identity.

You are Applejack.


Her heart thudded in her chest. The mist had parted, and another pony stood before her. It was an earth mare like her, with silvery glowing eyes and a coat as brown as the soil beneath her hooves. Her mane was white, and neatly braided all the way down the back of her neck so that not a single hair hung free. Her cutie mark was a perfectly balanced scale.

Hello, Applejack.

She shook her head. The other pony's lips hadn't moved, but she had spoken all the same. "Who are you?" she asked.

You need to wake up, Applejack.


Your friends need you.


The other pony closed her eyes, and a flurry of images appeared, scattered on the mist behind her:

a cyan-blue pegasus with a brilliantly colored mane, her wings spread behind her and her lips pulled back into a grin as she sprinted past golden- and orange-leaved trees;

a pure-white unicorn with eyes the color of lakewater, frantically organizing the spilled contents of a bookshelf as a maelstrom of wind and rain swirled around her;

a bright pink earth pony with an infectious smile, calling out instructions as she read them from a well-worn cookbook;

a bony yellow pegasus with a thick pink mane, her normally downcast teal eyes narrowed in fury as she stared down a fully-grown dragon as big as a barn;

and a deep lavender unicorn clinging to a pair of orange hooves, her desperate eyes squeezing shut as she finally let go.

Her old Town Feeling returned, and suddenly there was a name to go with it: Ponyville. They had lived in Ponyville. All of them: Rainbow Dash, Rarity, Pinkie Pie, Fluttershy…

And Twilight Sparkle.

You saved her, Applejack. You must remember that.



She closed her eyes, and the memory of the lavender unicorn displayed itself again. The unicorn's—Twilight's—mouth was moving and her own mouth was moving in return, but neither of them made any noise. She searched through the memory, took in the colors and the scents and the feel of her lips curling and stretching into words and sentences. Tried to imitate it.




The unicorn looked deep into her eyes, then squeezed hers shut. And let go.

"…let go."

The memory rewound, and now a cacophony of sound accompanied it. They were at the edge of a shuddering cliff; behind them, the peak of the mountain they'd been crossing was folding in on itself, boulders the size of carts and houses crashing down all around them. Twilight's lower half had already slipped off the cliff edge, but her front hooves were still clinging desperately of those of an orange earth pony with a thick blond mane braided into a ponytail and a Stetson hat miraculously still perched on top of her head.

She looked down. Those were her orange hooves. Applejack's orange hooves.

"Applejack!" the unicorn cried out, her eyes clenched with the effort of keeping her grip. "What do I do?"

She paused, but only because the memory demanded it. She already knew exactly what to say. "Let go."

"Are you crazy?"

It was all so clear now, so vivid. "No, Ah ain't. Ah promise you'll be safe."

"That's not true!"

"Now listen here," she said. Applejack said. "What Ah'm sayin' ta you is the honest truth. Let go, and you'll be safe."

And if there had been any doubt remaining in her mind about whether the memory was exactly that or just another twist to her nightmare, the sensation that swept through her at that moment whisked it away, washed over and filled out both her past and present selves. A sensation of silence that meant more than speaking, of a Feeling that went beyond feeling. Of what this unicorn had once meant to her, long ago in a world where dreams had a funny habit of coming true.

Trust me.

For the final time, the unicorn closed her eyes. And as the pressure tugging at her hooves lightened once more, the other pony with the braided white mane returned.

"Ah…Ah gotta wake up."

The other pony nodded, and suddenly the light in her eyes was gone. Now there were bright green irises in their place, ones that looked inexplicably familiar and yet foreign at the same time.

Remember. And never forget.

"Ah won't. Ah promise."

Was that sorrow that flashed through the other pony's eyes? She couldn't tell; even in full color, the other pony's eyes were still unreadable. And so was the rest of her face. The rest of her face that was sinking back into the fog. Fading away. Vanishing.

"Wait! Where're ya…what's goin' on? Who are you? Who are-"

• • •

With a shudder and a moan, Applejack opened her eyes.

She was lying in a clearing surrounded by vibrant green trees, all of which were strangely bent horizontally so that their trunks formed a disorienting ladder bordered on one side by a fuzzy green carpet. It took a few seconds for her to get her bearings and realize that it was her head that was sideways, not the trees. It took a few more seconds for the muscles in her neck to unwind enough to her to twist her head around so that the forest came into proper focus. Her back ached something awful and the constant pulse behind her eyes made her wonder if she hadn't hit her head on the way down into the Dream…

Applejack shook her head, and surprisingly enough the throbbing seemed to die down a bit. It wasn't the Dream anymore. It never had been. It was a dream. One that she hadn't been able to escape from until now. Until that other pony had shown up and…

Well, consarn it if she had any idea what that other pony had done to her. Got her head screwed on a bit straighter, for sure. The important thing was, she was awake now. And that meant it was time to wake up everypony else too. Time to get on out of this place.

Applejack pulled herself out of the pony-shaped crater in the grass beneath her and looked around. The rest of the clearing was empty, and every inch of its edges was bordered by an unbroken wall of bright green foliage. So much for escape being a simple matter.

As her thoughts became sharper, so did her memory, and the next memory to enter her mind was of a little filly with a bubblegum-pink mane and a dangerously charming smile. Well, if Twilight and the rest of her friends weren't here, then they were probably still somewhere close by. And if there was anypony likely to know where exactly "close by" was, it was that sugary-sweet little foal who'd tricked them into coming here in the first place. Wherever this was. The overbearing fog of confusion that had been a constant companion inside her nightmare was dissipating quickly in the fading warmth and perfumed breeze of the twilight-soaked forest, but more than a little bit of her mind was still hazy on a few important matters. Like what was outside this forest, for example, or how exactly they'd been convinced to go trotting off into it.

Or what they'd been doing so far away from Ponyville in the first place. That seemed like something she'd like to get on remembering right quick, if her mind was partial to the idea. She had to assume it was; already there were a few gears turning in that train of thought. Something about being careful with who they-

"What are you doing?"

Applejack jumped—the gooseflesh on her legs sent a much larger shiver crawling down her spine than she was used to—and whipped her head around. The filly was standing right behind her, head cocked to the sides and eyes narrowed ever so slightly.

"Ah'm lookin' for my friends," Applejack replied, measuring her voice carefully to keep her pounding heart out of it. It wasn't just the filly's sudden appearance that was setting off alarm bells inside her head; the little foal hadn't even so much as ruffled the grass when she'd walked up right behind her. Everything about this pony screamed that yes, they were unnatural forces at work here, and yes, the line of sweat breaking out around Applejack's hooves and the tingly feeling of weightlessness in the back of her throat were perfectly rational responses to those forces.

That yes, she was right to be afraid of this filly.

That was another thing Applejack wasn't used to being: afraid. Sure, she got nervous sometimes, and certainly she wasn't above being scared of something that had enough claws or teeth or size to warrant it. But being afraid…that was beyond what Applejack knew herself to be. Scared was when something bad happened and you didn't expect it; afraid was when you knew exactly what was going to happen and were paralyzed by the very thought of it. But she couldn't know what would happen here. The filly was an unknown force, a threat that defied every description she could think of. It was an almost embarrassing fear. This was a filly, for Pete's sake, hardly half Applejack's size and with a voice that squeaked like one of Winona's chew toys. Her mane was pinker than Pinkie Pie's, for crying out loud.

And yet it was everything Applejack could do to keep from falling to the ground and begging for forgiveness, promising that she'd go right back to sleep if only this filly would let her be. There were any number of reasons Applejack could've used to explain that feeling, but the most accurate was the one that was still coursing through her legs and sending an unmistakable shudder across the back of her neck: she had no idea what this filly could do to her, had no idea whether that really was anger smoldering beneath her last remark. And even if it meant reentering the Dream and living the rest of her natural life caught on a rope swing careening from here to there and back again, the one thing that Applejack didn't want to see more than anything else was what this filly would do if she was angry. She had a pretty good feeling that she wouldn't like it.

Applejack only meant to glance behind the filly to see if she had come into the clearing through some kind of path she could escape through, but on the way up from the ground her eyes caught a glimpse of the filly's eyes, and from there it was just a question of how long she could resist staring into them. The answer turned to be "not very"; the filly's eyes had a pull to them, not magnetic as much as simply violent, like the tug of a lasso after somepony had looped it around your neck and tightened the knot over your throat. Like the yank of the hooks in her dream.

"They're not here," the filly said plainly. Her eyes were the same shade of pink as her mane. "You look tired. Why don't you go back to sleep, and I'll come get you when they come back?"

"No!" Applejack shouted over the strengthening pulse in her temple. Her headache was getting worse. "We can't sleep no more. We gotta…"

Of all the times…why can't Ah remember…

"I don't think you understand," the filly murmured before anything resembling a motive came to Applejack's mind. "I'm asking you very politely. You need to rest."

It was like trying to push a plow up a frozen hill. Thoughts kept slipping away from her, and when she tried to backtrack to where they'd first entered her head, the trail was already snowed over. She would try to remember and end up more lost than ever, and while her concentration was broken another thought would flit through her brain and then vanish again. She could remember—or was it a dream?—this happening before, when they'd first come into this place. Before, it had simply unnerved her; now, it annoyed her as well. She was a two-point sort of gal; with anything she thought about, there was a point A and a point B, and a straight line going between them. This fog, this…whatever was going on here was twisting the line around itself for every notion that she had, tying it in knots and blurring it into pieces so there were three points, four points, six, ten…

At any rate, she wasn't used to battling her own mind like this. And quite frankly, she was finding out now that she didn't much care for it.

"Ah've had just about enough'a you, Ah reckon," Applejack growled, surprising herself with her own boldness. She hoped her voice wasn't quivering as much as her hooves were. "Where d'you come off orderin' me around like that?"

She couldn't really tell whether the filly's eyes moved or not, but something sure as horseapples changed in the pink-maned foal's eyes. And the shiver inside Applejack's chest sure as hayseed didn't stay hidden this time. "I'm not giving you an order," the filly whispered. "I'm telling you the truth. Aren't you tired, Applejack? Don't you ever wish you could just lay down somewhere and pull your hat over your eyes and just…sleep?"

For far too long of a moment, Applejack's eyes swelled up and her eyelids came together to cover them, but once she realized what was happening she forced her eyes back open and shook her head vigorously. Nuh-uh, she thought firmly. Not again.

"Get outta the way," Applejack said.

"What's the rush?" the filly simpered back. If the fog in her mind had been aggravating, the sight of this filly smirking at her like that was infuriating.

"A little somethin' special called none'a your beeswax. Where are they?"

The filly's smile grew. "Who?"

"You know durn good and well who! What'd you do with my friends?"

The filly shrugged. "What friends?" she asked. "You came here by yourself." For a moment, the expression on her face almost resembled sorrow. "You told me you don't have any friends."

Applejack's nose was nearly touching the filly's. "Don't you play games with me, ya little…"

"You told me you didn't need friends."

"Ah didn't tell you nothin', 'cept to stop gettin' in my way!"

"You told me they weren't good enough for you."

For just a fraction of a second, the filly's words echoed again in Applejack's ears, and she let her resolve waver ever so slightly as she stared deep into the filly's eyes. "I…what?"

"Is it not true, Applejack?" the filly asked. "Did you not ever look at them and wonder why you settled for them? Weak, arrogant, pretentious ponies who'd just as soon lie to each other as lie as you? How can you confide in a friend who would cheat you out of a fair competition? How can you rely on a companion who can't see the sweat on your brow past the dirt on your hooves? How can you trust them? How can you let them trust you?"

The filly's eyes had grown wider than ever. Or, no…it was her own eyes that was wide. The filly's was simply closer than ever. "They…they're my…friends…" Applejack mumbled. "They know me. I know them!"

The filly blinked, her thick, curly lashes colliding softly and daintily against each other. "Do you?" she asked quietly.

"Of course I…"


She knew her friends. Had known most of them her whole life. Played with them, fought with them, laughed with them.

No, no, no, no…

They weren't even friends by now; they were sisters, if not in blood than in spirit, in familiarity. In friendship.


And none of it mattered now, because she pressed and molded and crushed her brain until it was clean and smooth and dry as a bone, and nothing came out. Nothing except for residue of memories she had possessed not so long ago. Nothing except for white paint when every color under the sun should have been. Nothing except for a single, undeniable fact that laid bare everything that was wrong with this place, wrong with this fog, wrong with her…

She couldn't remember her friends' names.

Panic began to rise in Applejack's throat. This wasn't happening. This couldn't be happening. She had known them just a second ago; she could see their faces, hear their voices clear as day, but their names…their names were gone. And the filly was still standing in front, her eyebrows cocked and her lips curled up into a half-smile that only reached one half of her face. The filly was still there, watching her, waiting for her to react. Watching. The filly was watching her. The filly was…she was…

It's her.

Applejack didn't know where the thought came from or why it had only occurred to her then, but once she had it there were no other possibilities. Whoever or whatever this filly was, she was the one who was making her forget things. It didn't matter whether Applejack shut her eyes or not; the filly could see her right through her eyelids, look straight into her mind and pluck out memories at will. She could feel her inside her head, flipping through years and months and weeks and hours and painting them over white and gray and silver and black. It was happening right now, but it had happened before too, right when they'd first come in here. And she had remembered things again after that.

The paint was removable, then. She could fight this. Would fight this, consarn it. And show this little filly just exactly who she was messing with.

Applejack locked her knees and squeezed her eyes shut, focusing on forcing out the foreign presence in her mind. It was a strange battle; she couldn't feel where the presence was, just where it had been. Just by mopping up the scraps of the memories she had already obliterated, no more than fleeting sensations of déjà vu after the filly was done with them. But by tracking the paths the filly treaded through her mind, she soon discovered a pattern: the presence moved in straight lines. When her memory of Apple Bloom's first birthday crumbled and blew away, it was followed by her second, and then her third. The memories lost were not random; each erasure was a conscious attack, a burning of an entire string of recollection rather than a single cut dividing it in two. She couldn't know exactly what the filly would aim for next, but she could guess. And all she needed to do was guess one right.

The filly could apparently read more than her memories, though; the moment Applejack figured out her method, she switched tracks midway through Apple Bloom's fourth birthday, the half-obscured memory now beginning with Big Mac tying a glistening pink bow that Apple Bloom had just finished gleefully ripping out of a red-and-green cardboard package into the four-year-old foal's mane. From then on, the filly moved at random through Applejack's mind, and Applejack played a constant game of catching up and trying in vain to jump ahead. Certain memories were still tied together, but the gaps between those groups grew larger by the second. Granny Smith tacking up a picture Apple Bloom had painted of her on a post in the barn meshed together with a blue-uniformed pegasus dropping a mouthful of bits into a bucket and receiving a steaming apple pie in return, and then vanished just before her first visit to Manehattan did the same.

All the while, the filly's eyes never wavered, and Applejack did her darndest to keep her gaze just as steady. As Applejack sank deeper inside herself and concentrated on keeping as many of her dwindling memories as she could, her tormentor began to speak again.

"Do you know what it's like to live forever?" she hissed. "Can you imagine looking at eternity and knowing where it began, where it's going…where it ends?"

Dagnabbit, she had nearly got her just now. Almost simultaneously, both she and the filly had reached the same memory: the first time Granny Smith and Big Mac had let her help them sell apples, at a swap meet in Hitchmond where a spiky-maned blue pegasus had unsuccessfully tried to steal a free sample on a dare from a friend. She could've beaten the filly back right then and there, but the memory jumped ahead to the pegasus's bafflingly frantic apology, and her confusion in the recollection swept over her as just as she remembered it. The filly pressed her advantage, and the swap meet was gone.

"It's exhausting," the filly continued. "To comprehend, to truly know the fate of the universe…has driven thousands of ponies to madness. Ponies far stronger and far greater than you. Your minds are small, cluttered with wishes and memories and dreams…it's all simply too much for you to take. So you come to me: heads aching, knees quivering in agony, saying oh please please pleeease my little darling, won't you help me just this once? Won't you take away these aches in my hooves, this stiffness in my neck? Won't you let me forget my responsibilities, just for a moment?

"And I…help you. I make you forget, give you time to replenish yourself, sweep out the clutter and make yourselves new again. I let you lay down your heads on my flank and thread your hooves through my mane, and I give you sanctuary from cold, unending reality. I let you rest."

This time, Applejack's stroke of luck was even more short-lived. She was barely even a quarter of the way through a family reunion that for some reason had also included a stiff-looking purple-maned unicorn mare before the filly's presence shunted her away and the jubilant party was wiped away.

"But I can't rest. You…you mortals can. Because I let you rest. I control more of you than you could possibly imagine, Applejack. I control war, famine, misery, and deception. I am the keeper of the key to everypony's heart. For thousands of years, ponies have lived, breathed, and died by my hooves."

For the first time in several minutes, Applejack blinked.

"And I still. Can't. Sleep."

Applejack's heart jumped into her throat. The pattern was back. For just a few fleeting seconds, the filly had let herself lose control of her assault. One deleted memory had flown seamlessly into the next one in time, and then straight into the one after that. She knew she had one chance and one chance only, and she took it. When the filly reached the fourth memory in the row, Applejack was ready for her. She felt the presence advance, enter, feel around…pause. Applejack gritted her teeth, and with all four hooves planted firmly on the ground, she focused with every bit of energy she had left and pushed back.

And the filly gave. For one second and then another soon after, she was retreating. It was working.

But as the thrill of victory began to race through Applejack's veins, the crumbling wall she was shoving every ounce of her strength against disappeared in an instant. Applejack's stomach floated away like she was falling over the edge of a cliff, and before she could get her bearings again the presence had shoved back and into and straight through her last defense. The blond-maned earth pony staggered back, and the filly finally took control for good.

"Do you know why foals cry when they're born?" the filly whispered, so low that Applejack might not have even heard it if the words didn't echo in her ears like they were being broadcast from somewhere between them. "It's because in that split second after they come out, that single moment when they become aware of their existence, they have no memories. No memories, no thoughts, no identities. Nothing to keep their minds from seeing everything in the universe and everything beyond it. They see it all, and it confuses them, terrifies them. So they cry. They fill the void with anything they have to give. Each new memory, each new thought dulls the pain a piece at a time, but they still know more than any grown pony could ever comprehend. It exhausts them, just like it does me. But they…they can sleep. They can dream. Like you, Applejack. You can all dream, and see eternity in a safe, secure, completely enclosed space. In your dreams, you're just foals again, staring through wide eyes at things you can't begin to understand."

Everything was gone. Her foalhood, her adolescence...her town. Her friends were mirages in a desert of snow; her family was a bubbly feeling in her chest that was gradually fizzling out.

"I'm just a foal, Applejack," the filly said, her voice cracking like she was about to burst into tears. "I see everything that you mortals have been blind to your whole lives, and I can't escape it. Dreams are what keep you sane, but I can't have them. So ask me, Applejack: how do I stay sane? How do I cover my eyes if they aren't what I see things through? How do I make myself ignorant like you?"

One last time, the filly smiled. "Memories," she said. "I don't have any of my own, you see. I have little ones, just enough to remember where I'm going or what I want to do when I get there, but real memories are created to keep track of old things, things that have beginnings and middle and ends. There's no difference between beginning and end to me, so I have no memories. I can't make them.

"But I can steal them. I can walk through a pony's mind and take everything I see inside it, pick the most treasured moments of their short, carefree lives right up off the shelf and carry them along with me. They don't get them back, of course. I need them more than they do. But I give them a far greater gift in return. They allow me their memories, and I allow them a life without hunger, without want, without responsibility. I allow them to see eternity, but not feel it. I allow them to sleep and dream and live forever and ever, here with me and my solitude and all the pain and misery of the life they once lived locked away safe and sound inside of me."

Applejack's rump hit a tree, and she stopped backpedaling. Where was this place? What was she backing away from? And what on Earth was this adorable little filly talking about?

"You have a lot of happy memories, Applejack," the filly said. "I've always liked the happy ones best. It's like they glow a bit brighter when you think about them, don't you think? There's a reason for that, you know. The happy memories are the ones that are best at making you forget what the world really looks like, and what you already knew about it right when you first came into it. I think your memories will last me a long time. And then there's your friends…oh, I was so busy with yours, I haven't even gotten to them yet. I never thanked you for bringing them to me, did I? Six ponies all at once…ooh, I don't even know if I've ever had so many memories at once! I'll make sure to make your next dream much nicer than the last one…"

The pink-maned filly blinked, then grinned again. "But before that, there's one last thing," she said. "The best part of all."

Applejack couldn't begin to imagine what that part was. She couldn't imagine much of anything right now, except…

Wait a second…

You are Applejack.

"Now, now, don't fight it," the filly crooned. "It hurts if you fight it."

Ah am…Apple…ja…

The filly sighed. "Always the stubborn one, aren't you?" she muttered.

Ah am…Ah'm…Ah…

"There. That wasn't so bad, was it?"


It was as if all the energy in her muscles had been drained out of her with that final memory, that final immutable sense of who and what she was. She fell back hard against the tree behind her, the branches creaking and the leaves shuffling back and forth above. As her hooves wobbled and her legs began to fold, she thought she heard something come loose from the tree, but the thought passed without notice just as soon as it had come. It came back in a hurry, though, once that something fell right out of the tree and bounced off the top of her head.

Her skull twinging beneath the wide-brimmed brown hat she couldn't remember putting on, she looked down at the object as it came to rest in the grass, her face twisted into the same look of confusion that was spreading across the face of the little filly in front of her. It was some kind of fruit, round and hard with bright red skin and a little brown stem curling out of the top. There was something eerily familiar about the fruit, something about its name. She knew what it was called…wait, did she? She had known it at some point long ago, before the filly had come. Before this Forest, before the Dream…

The Forest.

The Dream.

An apple. This fruit was an apple. An apple had fallen on her head from the tree behind her…

She closed her eyes, and a flood of images raced through her ten at a time: row upon row of trees, all covered with these fruits, these apples; a giant black cloud; a thick wooden brace surrounded by dusty red fur; a wrinkled green mouth, opened wide in a scream; a candy-pink bow, pressed flat against messy red hair.

Apples. They were bucking apples. For food. For selling. For each other.

Applebucking. Family. Apple Family.

Apples. Apples. Apples.

She couldn't have opened her eyes even if she'd wanted to. Everything was coming back too fast, rushing through a hole in the filly's presence too small to fit it all in at once. She saw the red-maned filly with the pink bow: running to her, smiling at her, screaming her name across a crowded square. Apple Bloom.

She saw the red-haired stallion with the thick wooden brace: grinning at her, reassuring her, cheering her on as she bucked a purple-and-green-scaled baby dragon off her back and into a nearby pile of hay. Big Macintosh.

She saw the old green mare with the kind, smiling eyes: holding her, telling stories to her, beaming with pride as she ran through the apple trees and back into her embrace. Granny Smith.

And finally, she saw herself: her hooves stretched out in front of her, her teeth clamped onto somepony's rainbow-streaked tail, her eyes reflected back at her from a moonlight lake. Her cutie mark tingled, and her eyes opened wide. And she remembered.

Applejack. Ah am Applejack.

Yes. She was Applejack. Those ponies in her dream were her family; the others somewhere in this forest with her, her friends. And this filly…this filly…

…is about ta stop bein' a pain in my rear.

For the first time since she'd woken up, Applejack smiled. "Now you listen here, ya two-timin', fancy-talkin', good-fer-nothin' varmint," she said loudly, finding it surprisingly hard to keep herself from laughing at the utterly baffled look that swept over the little filly's face. "Ah don't know who you are or who you think you are, but Ah know who Ah am, and Ah ain't somepony who's about ta let you stop me that easy. You want my memories? Well, you ain't gonna have 'em. Not now, not tomorra, not ever. Ya got all that, ya thievin' little rascal?"

"Wha…" the filly stammered. "Y-You're not supposed to-"

"Ah ain't supposed ta what? Remember anything?" Applejack chuckled. She didn't just feel smart; she felt powerful. Without that mind-stealing power of hers, that filly wasn't nothing but a fancy-talking little foal, and one who could hardly even stumble backwards for how much her jaw was dragging the ground. "Well, there's a first time for ev'rything, now isn't there?"

Now the filly's eyes grew big, just as Applejack's own eyes began to prickle strangely. It was as if all the energy buzzing along her spine and down into her legs was now flowing up into her head and pooling in a hidden pocket just below her brow. As the pocket filled and the world began to take on an inexplicable white tint, Applejack heard a familiar voice cut through the stream:

Remember, said the unnamed pony from her dream with the braided white mane and the brass scale cutie mark. Remember.

Applejack nodded, and focused. She did remember. It was time to find her friends.

"Now if Ah recall correctly," Applejack began slowly, "Ah do believe Ah asked you where all my friends had run off to. And Ah gotta feelin' that you weren't tellin' me the whole truth when Ah asked you before."

The filly had backed all the way out into the center of the clearing by now. Her eyes, each as wide as the day was long, were pointed with complete attention at the narrowed green set that was still advancing towards her. "So now that we're feelin' a bit more cooperative, I'd be ever so delighted to hear what y'all have to say about that. And I'd much appreciate hearin' the whole story this time. 'F you'd be so kind."


"Any day now, sugarcube."

"I…" The filly swallowed, and steeled her eyes. "I don't have to tell you anything," she sneered. "You'll never find them if I don't tell you where to go. A-and besides, I don't have any memories, remember? I don't even know where to look!"

A single spark danced up from Applejack's chest straight up into the pool of energy behind her eyes, and with a whinny and a snort the inside of her head was set ablaze. The energy seeped out of her ears and her mouth and every follicle of hair in her mane, but most of all it shone out of her eyes, bathing the filly and most of the clearing around her in the purest white light Applejack could ever remember even seeing, let alone creating. She didn't know what that light was or what it was supposed to mean, but the look of terror on the little filly's face was enough to convince her that it'd be best to just leave it be and see what she could make of it. "Well, Ah reckon you'd better start guessin', then," she cut back in a low voice. "'Less you'd care to find out what it feels like to be an apple tree at harvest time."

The filly gulped loud enough for Applejack to hear it. Suddenly, it occurred to her fully that the little foal was actually scared of her now. What a lovely change of pace. "Now how's about you go on an' show me where ya took my friends?" Applejack finished, her entire body flushed with her newfound power.

The filly swallowed once more, then dropped her brow into a pout. "Over here…" she mumbled, taking great care not to make eye contact with Applejack and to not let Applejack see how confused she was. She did a much better job with the first task than the second.

The trip was almost embarrassingly short. The filly led Applejack over to an overgrown weeping willow at the far edge of the clearing, and wound her way through the drooping branches towards a surprisingly sturdy-looking wall woven out of pine straw and what looked like holly leaves.

"Where'd ya say you were keepin' 'em?" Applejack asked, the glow in her eyes fading away as she came down from the peak she had reached in breaking the filly's spell.

"I didn't," the filly grumbled back. "But since you asked…the same place I keep all the others."

"All the other what?" Applejack began to ask. But before she could finish, the filly pressed her hoof against a knot in the straw, and the plant wall slithered back into itself and vanished. And Applejack saw exactly what those "others" were.

The space beyond the plant wall was filled with hundreds of unconscious, unmoving ponies.

"They're…they're all…" Applejack whispered.

"Asleep," the filly said, thankfully not using the word Applejack had been thinking. "Like you're supposed to be…"

"So you did this to 'em?" Applejack asked, finding that her heart was beating a bit more freely now that she knew that everypony in front of her was at least still breathing.

"We went over this."

"Ah'm a slow learner. Just run through the basics again."

The filly heaved a sigh and walked into the comatose crowd. "They were all just like you. In the wrong place at the right time," she said. "Most of them never even realized what was going on. Not that you should feel special for managing it yourself or anything. Because you're not."

Applejack would've said something back, but it was a bit hard to speak clearly with her entire bottom lip between her teeth. This pony certainly wasn't any ordinary filly, but she sure as hay looked the part now. Or rather, she looked like one who had just been told to go to bed early and without supper. "Your friends are over there," the filly continued a moment later, gesturing towards a good-sized oak off to the left before sitting down with a huff. She still wouldn't look Applejack in the eyes. Applejack let out a brief and mostly contained snort before she started picking her way towards where the filly had motioned for her to go.

Along the way, Applejack couldn't help but take a gander at the faces of a few of the ponies she passed by. There didn't seem to be any special quality that all the sleeping ponies shared; there was about an equal division of males versus females and perhaps a few more unicorns than pegasi or earth ponies, but that could've just been due to the specific path she was taking in between them. One thing she did notice, though, was that none of them looked like they were sleeping very peacefully. In fact, most of their faces looked tight and strained, like they were thinking particularly hard about something that wasn't too pleasurable to think about. None of them moved as she passed and she got the feeling that they wouldn't have budged even if she'd trotted right over them, but she tried to avoid stepping on anypony all the same.

It was a while before Applejack reached the portion of the clearing where her friends were being kept; she must have walked past at least a hundred ponies on their own, and she had barely even covered a fourth of the clearing. She had half a mind to ask the filly exactly how long she'd been doing what she did to her and all these other ponies, but the sight of her friends all gathered together in the same state as the other residents of the clearing drove that notion straight out of her mind. And as she jogged the last few steps over to her friends, she told herself that she probably didn't want to know the answer to that question anyhow.

For a few precious moments, Applejack lost herself to the electrifying tang of relief as it unwound the knot that had been forming in her stomach ever since she had entered this clearing. Her friends were okay! Or…well, they were alive, in any case, and looking none the worse for wear to boot. She wasted away another few moments simply staring at them and marveling at how happy she was just to know with absolute certainty who they all were. There was Fluttershy with her head propped up against Pinkie Pie's stomach, the pink earth pony's snores not disturbing the pink-maned pegasus at all. And there was Rainbow Dash slumped on her side next to Twilight, her foreleg rising ever so slightly with each breath she took in. And of course, even when its owner was dead to the world, Rarity's mane was still groomed to perfection. Just another guarantee that these really were her friends and not just one last trick the filly wanted to play to her.

There was no stopping the grin spreading across Applejack's face. It was them. It was really them. It felt like it had been months, years even, since she had seen them last, and even the countless memories that flashed before her eyes felt fresh to her, like she was being reminded of how close they used to be and how close they could now be again. Like they were starting out on their very first adventure together once more.

Applejack chuckled. No sense leaving that adventure unexplored any longer. With a satisfactory nod, she stepped forward to Rainbow Dash, raised her hoof, and prodded the snoozing blue pegasus hard in the shoulder.

Rainbow Dash didn't move.

Applejack tried again. This time, the blue pegasus's foreleg twitched, but just as soon as it did she rolled over with her eyes still squeezed shut without so much as a mumble. Nopony stirred after that, no matter how hard Applejack poked them or shook them or hissed in their ears to get up and stop fooling around. The pool of energy that she'd been sipping out of for the last few minutes was nearly empty now.

"They're not gonna wake up," she heard the filly say suddenly. The little foal's smirk was back. "I probably should've mentioned that."

"What'd you do to 'em?" Applejack said, her voice starting to rise. "Why won't they wake up?"

"Because they can't," the filly replied. "I'm not a monster like you think I am, you know. Once a pony loses their memories, they could never go back to living a normal life. Their minds would snap like flower stalks before they could get two steps out of bed. So I put them to sleep first before I do anything to them. That way, their dreams fill the gap that I leave behind. They feel nothing, I get some new memories, and everypony gets to go home safe and sane."

"A forest in the middle'a nowhere ain't much of a home," Applejack said. "And all those ponies I just walked past didn't look too peachy ta me."

"Well, that's hardly my fault," the filly scoffed. "Without any memories to base its dreams off of, the mind doesn't have much left to work with. Just basic instincts, really, plus whatever little bits and pieces are left from what I take away. And since basic instincts usually involve knowing what to be afraid of, those dreams don't tend to be all that pleasant." The filly gazed off pensively into the distance, eyebrows cocked in thought. "Or maybe I just make them like that myself…" she pondered aloud. "Hmm. Can't remember."

"So they're havin' nightmares right now? Is that it?"

"Probably. That seems like something I would do."

Applejack looked back down at Rainbow Dash, her stomach twisting as she noticed the creases in her forehead and the tension in her back and legs. "So how am I supposed to wake 'em up from that?"

"Well, how did you wake up?" the filly said testily, although she sounded more obsessively curious than irritated. Applejack thought back to her own dream: the sudden change in location, the strange misty fog, the white-maned earth pony with the silvery eyes…

"Somepony came in and got me," she said. "They told me to wake up…"

An idea struck Applejack at the same time as it did the filly. "Well, that's weird," the filly said quickly. "Because, y'know, everypony knows you can't go into another pony's dream. I mean, that just wouldn't make any sense, would it? 'Cause it'd be all confusing and random and…yeah. What a shame. Guess you're gonna have to find some new friends, huh?"

"I wanna go in after 'em," Applejack declared. "I wanna go into their dreams like that other pony did mine and get 'em to remember who they are."

"Of course you do," the filly growled in an undertone. "Well, I hate to burst your bubble, Napplejack, but I can't really just send you skipping off into their dreams like that."

"And why in tarnation not?"

"Because I can't."

"Can't what?"

"I can't do it. I can't send somepony into somepony else's dream. World doesn't work like that. Sorry. Exit's in the back over there. Have a nice life."

The filly got exactly three paces away before Applejack let out a low whistle. "Mighty fine apple crop we got this year," she reflected aloud. "Gonna take a real hard buckin' to get 'em all off the trees…"

"All right, fine!" the filly screamed, pretending that Applejack hadn't noticed her flinch. "There is a way to send somepony into another pony's dream. I lied. What a shock. But it's stupid and dangerous and you don't want to know how much of either, so-"

"How dangerous?"

"Wha…didn't I just tell you you didn't want to know?"

"How. Dangerous."

The filly blinked, then sighed.

"It ain't dangerous at all, is it?"

"Are you this annoying all the time, or am I just a special case?" the filly growled.

"You're a special somethin', all right," Applejack answered dryly. "Now cut the cud-chewin' and get on with the dreamin' stuff."

The filly's head sank to the ground. The battle was over. "You have to tell me which of their dreams you want to go into first," she muttered. "You can't go into all of them at once."

Applejack gazed around at all of her friends, but eventually settled right back on Rainbow Dash. She didn't know what to expect from her friends' worst nightmares, so it would probably be a good idea to start with the one who wasn't afraid of hardly anything. "Rainbow Dash," she said. "Ah'll start with Rainbow Dash."

"As you wish," the filly grumbled, sucking in a long, slow breath as she spread her front legs apart and screwed her eyes up in concentration. Applejack had somewhat expected to start feeling sleepy as she began to sink back into the world of the dream, but she hadn't really been prepared for her legs to give out before she even fully realized that the process was starting. Luckily, she still had enough control over her body once she landed to swivel her head around and send a harrowing glare in the filly's direction.

"So once Ah get in there, what do Ah do?" Applejack asked.

"Well, first you need to find the Nineteen Keys of Eternal Rest, and then put them in the right order into the Holy Locks of Endless Night. From there, it's a straight shot through the Halls of Vengeful Fire to the Catacombs of Lost Souls, and then a left into the Chambers of the Seven Silver Soul Sisters."


"Do I look like I know what you're supposed to do?" the filly shouted. "Just find your friend Whatserface and tell her she's not really in Neverland. Geez."

"Thanks for the tip," Applejack muttered. Her voice was starting to slur by now. "And what about when Ah'm done? How do Ah get back out?"

The filly thought for a moment. "Well, see, there's a problem with that…"

"What's the problem with that?"

Applejack's hooves went numb as the filly smiled. "It's your problem," she said with a grin. "Enjoy your nap."

Maybe Ah shoulda thought this through a little more, Applejack said to herself as the forest began to go fuzzy around the edges. Well, regardless, it was too late to change anything now. She was already halfway into Rainbow Dash's dream; she might as well stick it out and see what awaited her inside her friend's mind. Whatever happened after this, she would at least be able to say she tried. And sometimes, a pony just had to be satisfied with that.

Of course, it was also nice sometimes to know what you were stepping in before you had to spend half an hour scrapping it off the bottom of your hoof, but she could worry about cleaning up the mess she had thrown herself into later. With a gentle sigh and a tiny shrug, Applejack closed her eyes, and with a passive heart surrounded herself to the dream world once again.

So this took, what, two weeks to finish? Not too bad, considering my track record. At the very least, I impressed myself.

As always, reviews are appreciated...and they would be especially appreciated with this chapter. I noticed that the average rating for this rating on ED dropped from a 4.9 to a 4.4 in a single day about a week after I posted the last update, so I'm wondering whether that's due to something I can go back and fix. In other words, tell me what I did wrong, please. My masochistic perfectionist side will love you for it. And, y'know, rate and comment on ED as well. I just like hearing what you guys think, whether it's good or bad and especially if it's ugly. It's the only way I'm ever going to get better.

Oh, and one last note about a detail that may or may not have stuck out to you: usually, when I'm writing about anthropomorphic animals I like to remain fairly close to nature with regard to their ages. In other words, in all my TLK fanfics I made the characters age at roughly the same rate that normal, everyday wild lions would. However, due to the fact that these characters are a heck of a lot more anthro than those characters and are actually admittedly magic, I'm assuming they age at the rate that humans would. Because quite frankly, that just makes everything simpler. Hope no one's too bothered by that.

...and they seriously didn't fix the underline function in the Doc Manager? Well, you can't always get what you want.