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Characters: Waking Nightmares
This is the characters page for the fan-fic Waking Nightmares, written by Jonathan "KnightMysterio" Spires. It is mainly a Crossover of My Little Pony: Friendship Is Magic and Team Fortress 2, but also contains hints of Doctor Who and Slenderman.

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My Little Pony: Friendship is Magic

Mane 9 (and Spike)

     Twilight Sparkle 
  • Armor-Piercing Question: Twilight throws one at Barricade that snaps her out of being Brainwashed and Crazy.
    Twilight: " Barricade, is it really the Doctor you hate?"
  • Beat Them at Their Own Game: Nightmare Doctor summons phantoms of numerous threats Equestria has faced in the past. Twilight destroys them with phantoms of what bested them in reality.
  • Body Swap: Twilight knows a spell to do this. She's very reluctant to cast it, though, as it can go wrong in a number of ways.
  • Brainwashed and Crazy: During the "Nothing Can Stop It" arc, courtesy of the Masky ponies.
  • Brought Down To Bad Ass: During Discord's relapse, Twilight fought him as an alicorn and indirectly nearly caused Fluttershy's death. She then depowered herself afterward out of guilt and due to viewing herself as unworthy of such power.
  • Catapult Nightmare
  • Despair Event Horizon: Twilight Tragedy knows a spell that can cause enough despair in their victims that their bodies actually shut down.
  • My God, What Have I Done?: Twilight, once she's no longer Brainwashed and Crazy but remembers that she tried to murder everyone in Ponyville.
  • Power Copying: Twilight is able to figure out how to cast spells by seeing them performed.
  • Power Limiter: Twilight had her alicorn powers sealed and princesshood abdicated after a moment of recklessness harmed Fluttershy, thus explaining why she's still a unicorn. She reclaims it during her fight with Nightmare Brutality.
     Spike 
     Pinkie Pie 
  • Crazy-Prepared: According to the Mann Co robots. Their analysis is that Pinkie is either capable of breaking the laws of physics, or she's prepared for any scenario, up to and including dueling with a magical knife-wielding psychopath. Canonically, she could be either, or both.
  • Evil Me Scares Me: The alternate version of Pinkie from Cup Cakes.
  • Fusion Dance: Again, with BLU Scout.
  • Fourth Wall Observer: And apparently she's rubbing off on BLU Scout.
  • Genki Girl: Well, it wouldn't be Pinkie Pie without this.
  • Hyperspace Arsenal: One of Pinkie's abilities. And she's teaching BLU Scout how to do it.
  • Official Couple: With BLU Scout.
  • World-Healing Wave: When Pinkie Pie is ubercharged, she unleashes a wave of laughter that turns everyone's worst nightmares into harmless, silly versions of themselves.
     Rainbow Dash 
  • Burning with Anger: Dash does a variation with lightning after learning Scout got fired from his weather factory job on his first day. Good thing Pinkie Pie was there to calm her down.
  • Eye Scream: She got hit in the eyes by the Smooze and stays like that for several chapters.
  • Fusion Dance: With BLU Sniper.
  • Handicapped Badass: After Rainbow Dash is temporarily blinded, Sniper trains her to use her other senses to see. She is able to detect Twilight from the sheer feeling of her magic, whereas she identifies Rarity by her perfume overuse.
  • Oh, No... Not Again!: Rainbow Dash has apparently ended up in one of Hugh Jelly's "personal use" vats of jelly before.
  • Precision F-Strike: Rainbow Dash has one during her nightmare.
  • Spanner in the Works: Dash's blindness made her immune to Nightmare Cuddles' hypnotizing powers.
  • Super Senses: BLU Sniper teaches Dash how to do this to counter her blindness.
     Applejack 
     Rarity 
  • Acquired Poison Immunity: She is more resistant to poisons than dragons. She became immune by growing up with her parent's cooking.
  • Amazingly Embarrassing Parents: Magnum and Marsha.
  • An Arm and a Leg: She loses one of her legs when she rescues Gem Sentry from Nightmare Clockwork.
  • And I Must Scream: When Rarity is brainwashed by Nightmare Cuddles, he leaves enough of her intact that she knows what she's doing and can't stop it.
  • Bi the Way:Applejack and her used to date. It ended because of their clashing personalities.
  • Every Device Is A Swiss Army Knife: Rarity's artificial leg also functions as a hand, a gem cutter, a flashlight, a drill, pickaxe, shovel, wrench, lightning gun, and diamond - tipped chainsaw.
  • Extreme Omnivore: Rarity is a mild version. As she puts it, her mother's horrible cooking is the reason why she has a greater poison resistance than that of a dragon.
  • Mad Oracle: Because they both bear elements of Generosity, when Engineer is turned into a Nightmare, Rarity knows what's happening to him. She's not able to convey the news very coherently, though, as she's seeing what he's gone through.
  • Scars Are Forever: Because the wound was caused by a Smooze creature, Medic can't regrow Rarity's leg. Engineer and the Doctor construct a replacement, though.
  • Took a Level in Badass: Like Trixie, Rarity has also seen the need to improve, learning to teleport among other things.
     Fluttershy 
     Trixie Lulamoon 
  • Ascended Extra: Although she was never truly an extra in the traditional sense, she has her role greatly extended from the TV Show as the Element of Hope.
  • Big Damn Heroes: She shows up just in time to interrupt a possessed Twilight.
  • Bully Hunter: Trixie makes a habit of ruining the Flim Flam brothers' scams whenever she can, almost solely for her own amusement.
  • Loophole Abuse: Trixie pulls this on Flim and Flam to render their victory over the Apples moot. They really want the Zap Apple grove, but since the grove is technically part of the Everfree Forest and not the Acres, it's under custody of Ponyville and the Mayor, and she's perfectly willing to lease it to the Apples. When they think they can at least make money off the farm proper, they are informed in no uncertain terms that nopony will do business with them, all the other Apple families in Equestria will boycott them, and Rainbow Dash is within her rights to deny them the rain they'd need to grow anything in the first place.
  • Metaphorgotten:
    Trixie: "You literally cannot swing a cat anywhere in Equestria without an apple catching the cat and telling you to stop hurting the poor thing."
  • Mundane Made Awesome: Trixie has a spell that can respawn destroyed hats. The BLU team is very impressed.
  • Power Copying: Trixie is able to figure out how to cast spells by seeing them performed.
  • Screw The Rules, My Friends Have Connections!: Trixie invokes this trope on the Flim Flam brothers to save Sweet Apple Acres. And it is awesome.
  • Took a Level in Badass: Trixie took the opportunity to beef up her magic skills (without evil amulets this time) before returning to Ponyville for the third time so she could live up to her title.
     Zecora 
  • Ascended Extra: Although she was never truly an extra in the traditional sense, she has her role greatly extended from the TV Show as the Element of Trust.
  • Batman Gambit: Zecora, as Spycora pulls off one of these against Nightmare Clockwork. In order to get past a corridor filled with death traps, she uses some magic dust (a Zecora trait) to create a smokescreen to hide, knowing that Clockwork would most likely panic and fire off all the traps. True enough, Clockwork does indeed fire off all the traps, only to find that Spycora didn't move at all, and simply walks past all the traps as they reset. And then, just to rub it in, she lights a cigarette off of some smoldering flames left by a laser beam trap.
  • Fusion Dance: Again, with the BLU Spy.
  • Official Couple: With the BLU Spy.
  • Rhymes on a Dime: Generally speaks like this.
  • You Are a Credit to Your Race: Zecora gets greeted with this by Rarity's parents.
     Derpy Hooves 
  • Ascended Extra: She has her role greatly extended from the TV Show as the Element of Love.
  • Confusion Fu: Derpy fights like this, using her "destructive clumsiness" to her advantage.
  • Official Couple: With BLU Soldier
  • Post-Kiss Catatonia: Her response to BLU PAI Nis Cupcake's Forceful Kiss. She takes it rather well, however.
  • Sympathy for the Devil: Derpy learns that the changelings need to eat to survive, just like everypony else; the problem is that that their hunger for love affects other ponies. With the help of BLU Soldier and Cadence, she creates a self-renewing source of love so the changelings won't ever have to hunt for love again. This prompts Chrysalis' Heel-Face Turn.
  • Trademark Favorite Food: Muffins.

Royalty

     Princess Luna 
  • Authority Equals Asskicking: Curbstomps a mind-controlled Barricade for picking a fight with her, and makes Spike (who was also mind-controlled and turned into a huge dragon) learn the hard way why dragons don't attack Equestria anymore.
  • Bad Dreams: Which was Slenderman's doing, which directly caused the BLU team to be brought to Equestria.
  • Fake Memories: Luna does this to everyone in Ponyville but the BL Us and the bearers of the Elements in the aftermath of Nightmare Grave's attack on Ponyville so they don't remember all the Nightmare Fuel they experienced. They instead remember a Lighter and Softer version of events.
  • Living Lie Detector: Spy tries a hastily made cover story against Celestia and Luna. As she once bore the Element of Honesty in the Waking Nightmares timeline, Luna retains some of its power, and thus is not fooled.
  • The Resenter: Towards Celestia in the past, just like in the show. This led to her corruption by the Smooze
     Princess Celestia 
  • Anything That Moves: During the fifty years she spent drunk.
  • Beware the Nice Ones: Celestia goes COMPLETELY APESHIT when she discovers Grey Hoof turned everypony in Ponyville into zombies, and curses him to an And I Must Scream fate.
    • And prior to that, she curses Sunnytown to live as zombies after she learns of what the ponies there were doing.
  • Big Sister Instinct: Towards Luna, which fuels her quest to stop Slendermane.
  • Burning with Anger: Her mane and tail turn into flaming coronas when she learns Grey Hoof turned everypony into zombies.
    • Earlier, she also does this after learning Sunnytown murders anyone who has a Cutie Mark, foals included.
  • Drowning My Sorrows: Celestia did this for fifty years out of guilt for what she did to Luna, and because of that she approved of laws she shouldn't have. She is currently trying to get rid of said laws.
  • Hurl It into the Sun: Celestia inverts this trope by summoning a small sun in the midst of the Daleks.
  • Knight Templar: Celestia, post-Sanity Slippage. She becomes very willing to kill someone on suspicion of them being Slendermane.
  • My Greatest Failure: Celestia views banishing Luna to the moon as this, since it showed how inattentive she was to her little sister's resentment and envy of her popularity with their subjects, which ultimately led to Luna's corruption into Nightmare Moon in the canon show.
  • Omniglot: Princess Celestia learned every language a long time ago. Justified in that she's certainly had time.
  • Sanity Slippage: Over the course of the story.
  • Teleport Spam: Celestia's not fast enough to catch Brickhouse, so she teleports after him. She still can't stop him, though, so what ensues is mistaken for a light show by onlookers.
  • Trademark Favorite Food: Celestia ADORES cake.
  • You Need to Get Laid: Suggested this to Twilight after she sent a friendship report summarizing all her previous friendship reports.
    Spike: "The Princess's response was to send you some videos from her 'private collection' as well as a sternly worded letter encouraging you to go out and get..."
    Twilight: "OKAY!"
  • Zompony Apocalypse: Celestia creates a localized one in Sunnytown after seeing the horrors within.
     Shining Armor 
  • Reassigned to Antarctica: According to Word of God's tumblr, Shining Armor did this to Flash Sentry because he is a sexual predator who wanted bragging rights for having slept with an alicorn. When this came to light, Shining had a "long, civilized talk" with Flash before reassigning him to the farthest military outpost in the Frozen North.
     Princess Cadance 
     Prince Blueblood aka 'Cadet' 

Everypony Else

     Vinyl Scratch 
     Octavia 
     Cheerilee 
  • Asshole Victim: Nightmare Gardener. Sure she helped a Child Eater kidnap foals, but damn her fate was pretty gruesome.
  • Eaten Alive: The grisly fate of Nightmare Gardener. Having her body consist of a mass of extremely poisonous flowers was a good idea - less so when changelings are immune to it and consider it to be delicious candy.
  • Green Thumb: As Nightmare Gardener
  • I Need a Freaking Drink: After talking with BLU Soldier.
  • Plant Pony: Nightmare Gardener, whom has vine and petaled wings.
  • Took a Level in Badass: After being host of a Nightmare, Cheerilee has her Earth pony magic significantly enhanced, being capable of making entire trees grow in an instant.
     Spitfire 
     Lyra Heartstrings 
     Bon Bon 
     Queen Chrysalis 
  • Berserk Button: Don't ever hurt the changelings. Nightmare Gardener found this out the hard way.
  • Big Damn Villains: Helps the ponies and the BLU team defeat Nightmare Gardener.
  • Heel-Face Turn: Chrysalis did this after learning Slendermane strung her around For the Evulz. That and she and the changelings were given an artificial self-renewing source of love by Derpy, Soldier, and Cadance, removing the need to hunt for food.
  • Good Is Not Nice: After her Heel-Face Turn.
  • Leave Him to Me: Queen Chrysalis does this when facing Nightmare Gardener. The brutality with which she kills Chrysalis's changelings is more than Chrysalis can stand.
  • Make Me Wanna Shout: All the changelings, including Queen Chrysalis, can do this.
  • Mama Bear: Queen Chrysalis, after her Heel-Face Turn, would rather engage a Nightmare on her own than let her children get killed. Having a psychic bond that lets her experience their deaths may be a strong motivator.
  • Psychic Link: With the changelings.
  • Trademark Favorite Food: Morrigan flowers. While extremely deadly to ponies, it is edible to changelings and seen as delicious candy.
  • Villainous Rescue: Queen Chrysalis shows up in time to defeat Sergeant Crits and Major Bomber. She's partially HeelFaceTurned at this point, but the truce is still uneasy enough to count as this.
    Queen Chrysalis: "This town is under my protection. So swears QUEEN CHRYSALIS, mistress of the Changeling Swarm!"
     Discord 
  • Even Discord Has Standards: Discord, the embodiment of chaos and discord, would rather become a Bastion of Order than let Slenderman/Slendermane have his way.
  • My God, What Have I Done?: Discord's response to hurting Fluttershy.
  • No Sell: Being the embodiment of chaos allows Discord to shrug off Slendermane's powers and illusions, since he's already mad to begin with.
  • Sealed Evil in a Can: About a year after 'Keep Calm and Flutter On', Discord relapsed and tried to take out Celestia, hurting Fluttershy in the process. Once he realized what he had done, he surrendered and willing went back into his can.

Team Fortress 2

BLU

     Scout 
     Soldier 
     Pyro 
     Demoman 
     Heavy 
  • All Love Is Unrequited: Heavy is in love with BLU Medic and really wants to be loved back. Medic, being unaware of this, doesn't return his feelings, but given his past it may be for the best.
  • All of Them:
    Heavy: "SOLDIER! SNIPER! Go retrieve bacon!"
    Soldier: "Sir, yes sir! How much bacon, sir?"
    Heavy: " ALL OF THE BACON!"
  • Child Soldier: Heavy's sparrow story in Poker Night at the Inventory is made canon.
  • The Big Guy: Type V. He's bigger than Big Macintosh.
  • Didn't Think This Through: As Nightmare Cuddles leaves Rainbow Dash and Sniper after using his hypno eyes on them, he realizes that he forgot that Rainbow was currently blind, thus protecting her from the hypnosis.
  • Foe-Tossing Charge: Heavy barrels through several corrupted Diamond Dogs to get to Fluttershy.
  • Fusion Dance: With Fluttershy.
  • Groin Attack: Heavy became a victim of this on Sweet Apple Acres on accident.
  • Hypnotic Eyes: Heavy's power as Nightmare Cuddles/Juggernaut
  • Involuntary Shapeshifting: Is turned into an Earth pony upon entering Equestria.
  • Mind Rape: Heavy's ability as Nightmare Cuddles. His repertoire ranges from just making you happy and lazy, to removing your memories and adding subconscious orders, to trapping you in a delusion while a small part of you in unaffected and forced to watch.
  • One-Winged Angel: As Nightmare Juggernaut
  • Straight Gay
  • Supreme Chef: Whips up a very good meal in Chapter 13 to show Marsha how it's done in the kitchen.
  • Trademark Favorite Food: Sandwiches, of course.
  • Troubled Backstory Flashback: Heavy has one of these after being struck by Queen Sombra while fused with Fluttershy.
  • Your Approval Fills Me with Shame: In Heavy's backstory, he was beaten by his old commander for showing compassion to a dead sparrow. When he killed him years later out of revenge, the man approved of his actions, leaving Heavy without any satisfaction in doing the deed.
     Engineer 
  • The Atoner: Engineer really feels bad about the things he did as Nightmare Clockwork, including Rarity losing one of her legs.
  • Empowered Badass Normal: Due to Involuntary Shapeshifting, Engineer can now construct Sentries far more advanced than the ones he built in the human world as well as create full-bodied AIs using gems.
  • Flat "What.": When finding out that Gem Sentry has joined the Cutie Mark Crusaders, whose latest misadventure has reached the usual "covered in pine sap and no cutiemarks" ending.
  • Fusion Dance: With Rarity.
  • Go Mad from the Isolation
  • Involuntary Shapeshifting: Is turned into a Unicorn upon entering Equestria.
  • No Sell: As Nightmare Clockwork, Engineer does this to Twilight's shield (that's withstood multiple powerful explosions) with a single blow.
  • Official Couple: With Pyro.
  • Steam Punk: Nightmare Clockwork
     Sniper 
     Medic 
  • Break the Cutie: According to Medic, something caused him to break inside years before the start of the story.
  • Death Seeker: Really wouldn't be too displeased if something killed him. The villians even call him "The Dead One".
  • Empowered Badass Normal: Due to Involuntary Shapeshifting, Medic can heal using magic instead of relying on the Medigun.
  • Even Evil Has Standards: While a self-proclaimed sadist, even he wouldn't give something that was cooked by Marsha to his enemies.
  • Gratuitous German: Medic tends to swear in German.
  • Indy Ploy: Medic figures out Twilight's capable of mimicking his spells, so they Ubercharge Celestia and Luna without knowing if they can survive an ubercharge. As it turns out, they survive.
  • Involuntary Shapeshifting: Is turned into a Unicorn upon entering Equestria.
  • Oblivious to Love: Does not know about BLU Heavy's attraction to him. Given Medic's past, it may be for the best.
  • Papa Wolf: Do anything to his friends and he'll think up various ways to ensure a painful death. And he has a vivid imagination.
  • Super Mode: Medic's Übercharge in regards to the Elements of Harmony. Using it on them temporarily turns them into an alicorn.
     Spy 
  • The Atoner: He collaborated with the Nazis as their spy in return for the survival of his village, but they later betrayed him by occupying his village and raping his mother to death. He killed every Nazi there and considered committing suicide, but then he heard of Soldier's rampage in Europe and secretly fed him information in an attempt to redeem himself.
  • Abusive Parents: Spy's father, both RED and BLU.
  • Blessed with Suck: Spy can disguise without his disguise kit now. It turns out that's because he's a changeling, and part of the changeling hive mind, meaning that Chrysalis can control him.
  • Brainwashed and Crazy: During the "Nothing Can Stop It" arc, courtesy of the Masky ponies.
  • The Casanova: Spy seduces the ladies with astounding ease. Even the pony ladies. Medic warns Spike not to mess with Spy over the fact that he's living with Rarity, as he may decide to woo her out of sheer spite. On the other hand, he claims to have had genuine feelings for many past conquests, including Scout's mother.
  • Cigarette of Anxiety: Spy badly needs one after seeing Discord's reign, before Celestia and Luna intervened.
  • Dope Slap: Spy does this to Scout whenever he gets fed up with him.
    Scout: "That hurts more with hooves, y'know."
    Spy: "GOOD."
  • Flat "What.": Spy does this after hearing Soldier's plan before their first battle, which is completely unintelligible because of him using a bunch of gibberish code phrases.
  • Fusion Dance: Again, with Zecora.
  • Got Me Doing It: Spy accidentally pronounces sandwiches "sandvitches".
  • Gratuitous French: Spy, after being corrupted by Masky Pegasus.
  • Innocently Insensitive: Spy used to tease Scout all the time about his fear of rainbows and dating his mom, never knowing that Scout's Berserk Button originated from his mom nearly getting raped. When he does hear the truth, Spy immediately regrets picking on him.
  • Involuntary Shapeshifting: Is turned into a Pegasus upon entering Equestria.
  • Irony: The Spy, A.K.A. the guy who disguises himself as your friend to stab you in the back, is the Element of Trust.
  • Official Couple: With Zecora.
  • Off Screen Teleportation: Spy tends to do this, thanks to his new powers, despite being a pegasus. He does have Changeling DNA inside him, which enables him to do this.
  • Precision F-Strike: Spy gives one to the Administrator when he discovers why the RE Ds and BL Us are identical.

RED

     Scout 
  • Summon Bigger Fish: During Pony Versus Machine, RED Scout realizes they only have one option to deal with the Freaks — bring out their own. Painis Cupcake nearly kills Scout before he sets his target on the bigger and tastier opponents.
     Soldier 
     Pyro 
     Demoman 
  • Friendly Enemy: With BLU Soldier, since technically they're on opposite teams (until the Administrator fucked it up)
  • We Used to Be Friends: RED Demoman and BLU Soldier apparently were best friends until the Administrator screwed things up between them.
     Heavy 
     Engineer 
     Sniper 
     Medic 
  • Determinator: Despite facing an unstoppable Eldritch Abomination with no chance of survival, RED Medic absolutely refuses to let Slenderman take RED Heavy, desperately firing Heavy's minigun, Sasha, at the foe. His conviction is so great that he manifests the Dark Crown of Magic and empowers Sasha with Harmony, which is one of the few things capable of actually injuring Slenderman.
  • For Science!: Medic's answer for keeping BLU Spy's head in his fridge.
  • Papa Wolf: In Chapter 15, he protects a comatose RED Heavy from an avatar of Slenderman by tapping into the Elements of Magic and Kindness through Sasha. Doubles as a CMOA
     Spy 
  • Abusive Parents: Shares this with his BLU counterpart.
  • Flat "What.": Spy does this when he realizes why Soldier created the Decoy MvM map.
  • Twin Threesome Fantasy: Suggests this option after crossing over to Zecora, who against her better judgement actually entertains the possibility. They actually do it by the time of "Running of the Leaves".

Other

     Merasmus 
     Helen (The Administrator) 
  • Manipulative Bitch: In Chapter 15 it's revealed that years ago she tricked Merasmus into giving her a spell that splits a person's soul into two halves. This is how RED and BLU were created from the original mercenaries.
    • And sometime after that, she made RED Demoman and BLU Soldier, who were close friends, hate each other by making them believe the other one betrayed him, solely on the basis that people from enemy teams can't be friends.
     Gray Mann 
  • Deal with the Devil: With Slenderman/Slendermane
  • I Can Explain: Gray Mann does this when attempting to justify failing to destroy Ponyville to Slendermane.
  • Power Nullifier: Gray Mann's Disharmony Device, capable of negating the fusions.
  • Smug Snake: Accentuated here because he's Slendermane's flunky.
    Gray Mann: "Oh, and because I'm feeling like being an especially large dick today..."
  • Would Hurt a Child: Is willing to use Olivia, his own daughter, as a key to open up a portal to Equestria for the real world's Slenderman.
     Miss Pauling 

Doctor Who

     The Doctor (aka Doctor "Time Turner" Whooves) 
     River Song (aka Minuette) 
     Captain Jack Harkness (aka Orion) 
  • Bi the Way: Although "bisexual" is far too narrow to describe him, since he's Jack Harkness in pony form.

Characters From Other Fan-Works

Story of the Blanks

An 8-Bit game based on My Little Pony: Friendship is Magic. Created by Donitz.

     Mitta (aka Mare-Do-Well 
  • All Your Powers Combined: As Mare-Do-Well, Mitta has all the powers and traits of the Mane Six. She does turn into an alicorn.
  • Come with Me If You Want to Live:
    Mitta: "If either want (sic) to protect every pony in Ponyville from suffering a Fate Worse than Death, then you have to come with me at once."
  • It's All My Fault: She feels VERY MUCH responsible for the death of her younger sister Ruby.
  • My Greatest Failure: Mitta failed to save Ruby from being killed by Sunnytown's residents for possessing a Cutie Mark.
  • No Sell: Mare-Do-Well's mask shields Mitta from Smooze spit, allowing her to simply shrug it off.
  • Redemption Equals Life: Celestia turns her into a living, breathing pony again, both as a reward for her role in defeating Grey Hoof, and as an apology for turning her into a zombie despite her innocence.
  • Set Right What Once Went Wrong: Inverted. When Mitta, Demoman, and Applejack are reliving a traumatic event in Mitta's past, she needs to proceed through the memory as it really happened, letting her sister die to snap the others out of it.
     Grey Hoof (aka Nightmare Grave 
  • And I Must Scream: His ultimate punishment: Celestia imprisons him in the ruins of Sunnytown, and places a geass on the village to turn away forms of life from Sunnytown's former location, as Sunnytown has also shifted dimensions so that he can't be seen by anyone else. And to add insult to injury, Celesita's spell also prevents Grey Hoof from going insane. Proof that you should never piss Celestia off.
  • Anti-Villain: Grey Hoof is the only one of his team who's really malicious, and even he has some sympathetic moments. Until his Villainous Breakdown, anyway.
  • Body Horror: Grey Hoof's very disturbing Transformation Sequence. His skeleton, and only his skeleton, grow to the size of an alicorn. He also grows bone wings and a horn. As expected, this tears his flesh apart.
  • Bored With Insanity: Grey Hoof and his buddies were insane for part of the time they spent as cursed zombies in Sunnytown. Eventually, they got better.
  • Deal with the Devil: Grey Hoof does this with Masky Pegasus to gain freedom for him and his friends after Celestia cursed Sunnytown to live as zombies as punishment for their actions. However, once his friends learn the price for their freedom, they immediately Heel-Face Turn and abandon Grey Hoof out of disgust.
  • It's All About Me
  • Laughing Mad: As part of his Villainous Breakdown.
  • One-Winged Angel: Nightmare Grave.
  • Villainous Breakdown: Grey Hoof does not take the desertion of his friends well.
  • Well-Intentioned Extremist:
    Grey Hoof: "So what if it cost Ponyville their souls? After so long, didn't their freedom matter? Wasn't it the ONLY thing that mattered?"

Original Characters

     Captain Barricade 
  • Always a Bigger Fish: A mind-controlled Barricade picks a fight with Princess Luna, hoping that an alicorn might provide a decent challenge. She does.
  • Boisterous Bruiser: A dutiful soldier and the biggest non-Nightmare pony in the story, but she's also fairly fun-loving and easy to get along with.
  • Brainwashed and Crazy: This happens to her a lot. She's not happy about it.
  • Death Glare: She wields a Stare so strong that people who aren't even the targets can feel it.
  • Defiant to the End: Barricade's last actions before being Mind Raped are to spit in her attacker's face and yell "Celestia Regina!" It's an expression of loyalty to the throne.
  • Mama Bear: Go on. Hurt Fluttershy in her presence. I dare you. But let me call the hospital first, because you're gonna need it....
  • Masculine Girl, Feminine Boy: The Masculine to her husband Dr. TL Care's Feminine.
  • Meaningful Name: Barricade's pretty large, surpassing Big Macintosh and Heavy in size. And she is sent to Ponyville to act as defense against the Maskies.
  • My Greatest Failure: She was unable to save her seven-pony squadron from Jeff the Killer. The incident resulted in quite a bit of self-loathing, as well as animosity toward the Doctor.
  • Tiny Stallion, Huge Mare: With her husband, Dr. TL Care.
  • The Worf Effect: The biggest and physically strongest of the Captains. She goes out of her way to avoid this (and even lampshades it at one point), but it can't be helped at times due to the power level of the villains everypony's been facing.
     Captain Harbinger 
  • Meaningful Name: "Harbringer" means a messenger of bad news.
  • Undying Loyalty: One of his most defining traits.
  • Super Speed: Can outrun most vehicles due to an internal well of magic that allows him to run at high velocity.
     Gem Sentry 
     Dr. TL Care 
  • Berserk Button: Having his loved ones injured in battle. Justified because he's a doctor, and given the Crap Sack World setting of this story, even his job has its limits. Oh, and Harbringer.
  • Masculine Girl, Feminine Boy: The Feminine to his wife Barricade's Masculine. After meeting the anxious little fellow, Engineer finally figured out why Fluttershy is the way she is.
  • Meaningful Name: His name is an abbreviation of Tender Loving Care.
  • Tiny Stallion, Huge Mare: With his wife, Barricade.
  • Shrinking Violet: He's a nervous, easily frightened thing, just like his daughter Fluttershy. When someone's hurt, however, he becomes completely fearless in treating his patients. Plus, he absolutely detests Harbinger.
  • Strong Family Resemblance: With his daughter Fluttershy.

Maskies

     Masky Earth Pony 
     Masky Pegasus 
  • Big "WHAT?!": He corrupts BLU Heavy into a Nightmare form, but unlike previous Nightmares, BLU Heavy turns into an alicorn-sized plush toy named "Nightmare Cuddles". It's not something it or anypony else expects.
  • Bound and Gagged
  • Butt Monkey: Shaping up to be this given how much he is put through.
  • Child Eater
  • Eldritch Abomination: Possibly.
  • Flat "What.": During his jail break, Masky Pegasus corrupts Heavy, turning him into Nightmare Cuddles. Masky Unicorn does not find this funny at all.
  • I Can Explain: Masky Pegasus says this when attempting to justify losing to the protagonists with two Nightmares.
  • Oh Crap: His entire confrontation with the Mare-Do-Well. Serves as a CMOF.
  • White Mask of Doom
     Masky Unicorn 
  • Child Eater
  • Eldritch Abomination: Possibly.
  • Oh Crap: Masky Unicorn's eyes widen when Medic's ÜberCharge turns Applejack into an alicorn and uses the power of truth to cure Spy and the princess's guards from their corruption. Then it gets a good look at the princesses, and decides to run.
  • White Mask of Doom

Other

     Slenderman/Slendermane 
  • Big Bad
  • Child Eater
  • The Dreaded: Even Discord is terrified of him.
  • Eldritch Abomination
  • For the Evulz: A lot of the things he did are based around this.
  • Mind Rape: An identifying trait.
  • Monster of the Week: Apparently, according to Gray Mann, Slendermane has been doing this formula when attacking Ponyville.
  • Nightmare Fuel Station Attendant
  • No Sell: Applies to Slenderman's avatar. He is completely unaffected by normal and magical attacks, including MONOCULUS! That is, until he is killed by RED Medic tapping into the Elements of Harmony.
  • Perception Filter: Slendermane can cause people to simply not notice him unless he wants to be seen.
  • Stealth Hi/Bye: One of Slendermane's ways to mess with someone is to appear, possibly with other, more disturbing illusions, and then vanish as soon as they look away.
  • The Voiceless: Which is why he communicates with his subordinates telepathically.
The Walking Dead: Real MonstersCharacterSheets/Fan WorksWarriors of the World

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