Captain Fenris Lore

by dragon191917

Rating: mature
Tags: Alternate Universe, Romance, Adventure
Length: 5736

Once apon a time, there was a young changeling captain, cut off and alone, with only his lieutenant to keep him company. To pass time, he tells the stories of a young changeling bearing his name. His name was Fenris Lore. Captain Fenris Lore.

After the incident at Canterlot, Captain Lore was seperated from all changelings but his friend and lieutenant, Felon. Wandering hostile Equestria, Fenris begins to reveal his romantic time at boot camp to Felon. So a duel tale spins, one that of the present, and that of the past. Will the present Fenris link up with changeling forces? Or will he fall prey to Changeling hating Equestrians? Will the Fenris of the past overcome his loneliness and become a true squad mate? Or will he fail and have his dreams crushed?

A prequel fic to The Rise of Wrath. This is meant just to be continued on while I write other things. Mature for Clop, Strong Language, violence, blood, and a bunch of sexual themes. THIS IS NOT A CLOP FIC!

Published 1970-01-01 00:00:00 UTC
Last updated 2013-06-09 02:48:51 UTC

Ugh.

Fenris groaned as he opened his sapphire eyes.

He was staring directly into churned up dirt. That's it. A bunch of dirt.

In pain, he managed to turn himself on his back, to see behind him. A trail of churned up ground and destroyed landscape layed behind him, and off in the far distance was Canterlot, with it's damned energy field.

He then examined himself. He was amazed to see himself still in relatively good shape, despite about three dozen nasty bruises. His armor was also still in good shape, which surprised him more. He always had the straps tight, but he was almost sure that something would have fallen off at the speed he'd been flying.

Then, grasping for it, he realized what HAD fallen off. He moaned. His gun, his possible lifeline in hostile territory, was gone. His beautiful Magic Missile rifle. Even better, his rations had also fallen. Looks like he'd have to scavenge.

Fire searing through his veins, Fenris stood up. His training told him to seek higher ground. He looked at the hill he plowed into. That couldn't have been easier. He slowly limped up the hill.

While he did so, his brain set to work. Judging by his bladder, he had only been out for a few hours. It was getting dark. He had to find other changelings like...

Felon! Suddenly, he walked with a renewed pace. Felon was very young, only around 16. The only reason he was a lieutenant was because his family was a bunch of nobles. Fenris, mostly against his will, had promised those nobles that he would protect Felon as much as possible.

He reached the top of the hill. He looked around, curious. Off in the distance was a small town. Ponyville, by the surrounding terrain. However, of more immediate importance was the second crash site and a half-dozen lights, a military patrol by the organized fashion, heading toward the crash site.

Immediately, ignoring his pain, Fenris ran as fast as he could toward the crash site. If it was Felon, and he was dead, well... He should probably kill himself. It would be better than whatever Felon's family would do.

He reached the site before the patrol, and examined the occupant. It was Felon, and, by the look of it, he was still alive. Unconscious, but alive.

"Hey! Hold it, and turn around slowly!" came a gruff voice.

Fenris nearly wet himself. Complying, he slowly turned around, to find himself at spear point of a royal guard, backed up by eight, maybe nine soldiers in simple camo and wielding pistols.

The guard nodded. "Good, changeling. That your friend?" he asked, gesturing with his spear at Felon.

Fenris nodded, then said "Well, you may not want to mess with him."

The guards eyebrows shot up. "You speak Equestrian? Anyway, why not?"

Fenris tilted his head. "I'm under death threat to not allow any harm to come to him. So please. Don't touch him. I don't want this to be bloody."

The guard looked at Fenris incredulously, then laughed. "Yeah right." Then, to his eternal regret, he poked Felon with the spear.

Fenris moved fast. He used a large hole in his hoof to grapple the spear, and twisted it, flipping the guard pony clean into the air. Fenris grabbed him, and, using a combination of momentum and military strength, threw the guard, with his ninety pound golden armor, strait into the other ponys, knocking them over like bowling pins.

Two Equestrians, the only two still standing, and conscious for that matter, opened up. Fenris anticipated this, and he leapt into the air, and zoomed in to kick the first pony in the face. The second he dispatched with a flurry of kicks and punches. Then, without a moment to spare, he grabbed Felon, and rushed off.

About a half hour later, Fenris stopped in a glade of trees apon a hill a little closer to the little town. Only then, when he lay Felon down apon the ground, did he allow himself the pleasure of fainting.

...

Felon slowly woke in a sleeping bag, yawning. He opened his eyes. He was lying a glade of trees, next to a small campfire, where the Captain cooked what looked like a soup. By the look of the sun, it was mid morning.

Examining himself, he blushed when he found a large damp spot around his groin. Of course, he wasn't as worried about wetting the sleeping bag than he was about the numerous wounds all around his body. Bruises, scratched, and what felt like a chipped tooth in the back of his mouth. He was wondering why he wasn't in extreme pain constantly. At least, until he sat up. Then, his body lit up like a roman candle on steroids.

Fenris, taking notice to him, rushed over as Felon yelped. "Woa Felon, watch it. You've been out for a while. Four days actually. You'll be fine. Just lay down."

Felon did as his superior told him, and snuggled into the warm covers of the sleeping bag. He ignored the time he'd been out. He just realized that Queen Chrysalis, after installing such a military doctrine for nearly three decades leading up to this invasion, all these years of the entire country preparing for that victory, when the feeding on love would make changeling magic superior to everything, lost. Thirty years of preparation to bring the Changeling Empire back to greatness, and for what? Absolute humiliation and M.I.A.s all over damned Equestria, where'd they'd be hunted down and executed as war criminals? Those changeling families back home expect their sons to come back heros, part of bringing the nation back to glory. Instead, they'd be lucky if they got a fucking body bag.

Fenris stood over Felon for a minute, then he went back to his soup. Unbeknownst to him, Felon silently shed a single tear while curled up in that bag.

After about an hour, with Fenris just finishing his soup, Fenris stood up and sat down next to Felon. "Hey, Felon," he said quietly. "I know this may seem childish, but do you want to here a story? To cheer you up?"

Felon at first looked at him like he was crazy. Then, he shrugged, his golden green eyes half shut. "Sure. What harm could it do me?"

Fenris nodded. "Well, I, unlike you, didn't go to some fancy academy. I went to a boot camp called Camp Hive. This story is that about me, a week after joining, on the day we were to begin training with our first obstacle course..."

Camp Hive

Fenris shook himself awake. He was sweating in the cold, two pony bedroom. By the light coming through his window, it was four in the morning, maybe almost five. His roommate, Maskel, was still fast asleep.

The room was bland, with a door, a small window with shades, and a pair of beds. On Maskel's side of the room, everything was disorganized, with papers and porn magazines scattered across the floor. Fenris, meanwhile, kept his side relatively clean, with a few things out.

After a few minutes, Maskel yawned and opened his eyes. "Oh, hey Fenris. You're up. It's only..." he glanced at clock he had next to his bed, "Four fifty. We have another forty minutes before having to get up. Wait a minute, let me guess, another bad dream?"

Fenris blushed and sheepishly nodded.

Maskel sighed and shook his head. "You're a little old for that. But then again, who am I to judge. Need to use the bathroom?"

Fenris smiled. "Yeah." he said.

So, both the young recruits walked silently out into the main room of the barracks, trying not to disturb anypony in the other rooms, the rest of the squad. Then, when they got to the door, they braced themselves, and ran out into the cold.

Camp Hive was situated on a five thousand foot tall mountain, in the most northern part of the Changeling Empire. Even in the middle of the summer, it was extremely cold there. With the recruits only there for two days so far, they still had to get used to it.

Fenris ran toward the nearest tree, and immediately began relieving himself, the yellow stream splattering against bottom of the tree trunk. When he got the chance, he glanced over, and saw Maskel doing quite the same.

When he finished, he immediately sprinted across the thirty feet between him and the barracks, opening and shutting the door behind him. He found two more recruits also awake, sitting in two of the eight chairs in the living room.

The first was Talon. Personally, Fenris wouldn't have been surprised if he started his own porno. Talon was very sexual when it came to, well, anything. His catch line was "Bow chika bow wow," which he said whenever somepony said something he deemed sexual. He was a bit shorter than Fenris, and had similar sapphire blue eyes.

His roommate, Anical, was a brute, with big muscles. He didn't talk much, but was rude as hell. He was easily a head taller than Fenris, which put him at very big, even when compared to a griffon.

Maskel, meanwhile, walked on in. He was a few inches taller than Fenris, and had sparkling deep blue eyes. He was a practical jokester, and used his changeling abilities to that way.

Talons poke first. "So, you guys taking a wis out there? Cause otherwise, we all know its suicide at this time."

Fenris nodded. Then, a thought occurred to him. "Wait, I would think you would have to go too, right?"

Talon smiled, and said "Yeah, too true. I do have to piss, so if you don't mind..." he pushed his way past the two, and quickly opened the door, just urinating directly off the porch, onto the ground just outside.

Maskel spoke next. "Well, that's Talon. You, Anical?"

The changeling simply shrugged, walked out, and joined Talon on the porch.

"Well, that was interesting." came another voice.

Fenris turned, only to see Darek and Chalace sneaking out of their own room.

Darek was as tall as Fenris, but much thinner. He was very smart, and, in Fenris's opinion, should have gone to the Academy. His eyes were a classical green.

Chalace was a thief. He was short, quick, and had very nimble hooves. He had a pair of orange eyes.

Chalace had spoken, and continued. "Yeah. Anyway, we'll be right back."

The pair ran out, Darek slightly hopping as he went. Fenris sighed. If there was one thing wrong with Darek, it was his lack of strength. He was surprised he made it to the porch.

After a minute, Maskel nudged him, smiling. Fenris turned, and was starstruck, as usual with her.

Elicla. A year older than the rest of them, the senior recruit of the squad, and, to Fenris, sexy as hell. She was about as tall as Maskel, and had deep green eyes.

Next to her was Serioil, her roommate. He was very quiet, and his piercing red eyes analyzed everthing.

"Hey, Fenris." said Elicla. "Alright. By the look of the porch, I'll guess you already went?"

Fenris nodded, smiling as he looked at the crowded porch.

Elicla nodded. "I'll be back in a few minutes." With that, she walked out and headed for the trees. Serioil stayed and relieved himself on the porch, prompting Elicla to just smile and shake her head.

A few minutes later, the group was inside, warming up, and waiting for the beginning. It was their first day of actual training, in the form of a short obstacle course. It was the only thing planned for two days, the weekend closing in. Then the real training would begin.

After a while, the Drill Sergeant, Barrel Roll, went through the door. He obviously meant to surprise them, because he went through the door.

What he found was a squad, fully assembled, in a neat and orderly line. Fenris's squad had been put together for their reflexes.

Barrel frowned. "Alright, ladies. This is your first training exercise. It is not a team goal, so feel free to hinder as needed. Move it!"

...

Thirty minutes later, the squad stood assembled before Captain Amelia Zeal, the second in command of the camp. They had just finished the relatively simple course, but none dared show their use of energy. If they showed weakness in front of Amelia, they were as good as dead. Amelia looked them over, checking for such weaknesses, when she found none. She sighed. "Alright, you're good to go." With that, she walked off.

Only once she was out of sight did the group allow themselves to relax. The nine walked on down to the mess hall, where other squads were gathering as well. The breakfast was bacon and eggs, and the squad thoroughly enjoyed it. After that, they had free roam of the camp, as long as they reported back for lunch and dinner and stayed out of restricted areas.

Fenris walked around the camp, thinking if he and Elicla would ever get together. Not long before lunch, he decided to walk back to their barracks, to see if anypony else was there.

He walked in, to hear hushed talking tones coming from Chalace and Dareks' room. He walked slowly over, curious, and opened the door.

He immediately slammed it back shut, scarred for life. The only thought that came into his mind: They could at least lock the door. He sat down in the living room.

After a while, the pair walked out sheepishly. "Oh, um, it was you, Fenris." said Darek, blushing.

Fenris simply nodded. "So, you guys are what, both, or only stallions?"

The two looked at each other, then turned back to him and answered simultaneously "Stallions."

Fenris nodded again. "Alright, I can't hit you for taste, nor will I turn you in..." The two smiled, "BUT, you've got to promise me something."

They nodded, afraid of what might happen if not.

"Do it outside of the barracks. If Barrel Roll finds love juice all over your floor, who knows what he'll do."

Moving Around

Fenris sighed, and looked at the sun, which was about half-way in the sky. "Alright, Felon." he said. "That's enough for now. Get some sleep. We move at dusk. I might continue the story some other time."

Felon sighed, unhappy the story was over for now. However, he did know that Fenris was thinking something very naughty,  mainly because the UFO (Unidentified Flaccid Object) in between the Captain's legs had gone unusually non-F. That only made it a UO. Strange indeed.

And then again, it could just be his own descriptions of Elicla. Felon himself, while imagining Elicla's character, had felt aroused. Speaking of which, he had slightly better things to do then sleep for the next hour or so...

...

Fenris, at around four, walked back into camp on a final gathering mission. They needed all the food they could get.

He noticed Felon was sleeping soundly. Very much so. The bulge underneath the covers of the bedroll confirmed his belief. Fenris could only wonder of what scenes could be going through the Lieutenant's head.

He sighed.

...

Felon got quickly up when he woke up, and saw that Fenris had already packed. Quickly he got up and put on his chest plate (he'd lost the rest of his armor in the explosion), and then set about rolling up his bedroll and grabbing a knapsack to carry.

Fenris nodded at him as he started packing. While Felon did so, Fenris began explaining some things to him. "Alright, Felon, what we need to do is find a safe place and maybe some other changelings. The problem with that is that there isn't many safe spots for a changeling in Equestria. The harsh reality is that we may not get a chance to go home. I doubt Chrysalis will bother to send airships so we can get out of here. Too dangerous. I think we should make toward the Unicorn Range Mountains to the west. Not only will that put us closer to the west coast, and thus home, but the mountains are a rough place. No Royal Guard in his right mind would go into a place like that. At times, its even worse then the Everfree, as it's a lot bigger."

Elon nodded, and placed the last few things into his bag. "But," he said, "Why not go for the Crystal Mountains in the north? They are even harsher, supposedly."

Fenris shook his head. "Nope. Ponies go up there all the time to remember the lost empire. I've heard a lot of ponies in Equestria have heritage going back into the Crystal Empire, and then Treasure Hunters are all over, drawn to the thought of a lost city made of crystal like moths to a light."

That ended the conversation for the rest of the night, until, at around midnight, Felon mustered up his strength and asked a question he had been curious about.

"Hey, Fenris?" he said.

"Yeah?" Fenris replied, turning to see his lieutenant.

"Well I was wondering," continued Felon. "This Serioil figure, he seems familiar, like I should know who he is. Who is he?"

Fenris chuckled, his hazy outline of a head smiling. "You probably do, you probably do..."

Nothing more was said.

...

Meanwhile, while an entire company of Equestrian marines investigated a pair of changeling crash sites, a squad of seven royal guard around a campfire argued, seeming torn...

A relatively short guard was doing most of the talking. "I'm telling you it's him! We can finally get our revenge!"

The only mare in the group shook her head sadly. "Revenge for what? What did he do that hurt us?"

The short one turned to her. "He lied and cheated us! He's a changeling! Anyway, I ordered some help on this one!"

A taller guard stood up, and unhappy look on his face. "Oh really! Come on! If any one of us feel betrayed, it's me and Starburst here! We were closest to him! And you just go and hire help to kill him!?"

"Well, he didn't exactly hire me, more like requested." came a deep voice. A cold, calculating voice.

The taller one turned, and was shell-shocked to see an all too familiar changeling he had heard of.

The shorter one nodded. "It's good for you to help us..."

The changeling was in deep crimson armor and had a long crimson cloak, with the insignia of a dark eagle's talon on it, the sign of the Maroon Talons, a rebellious group of changelings. However, his two most prominent features was a long scar that ran over one eye, now blind, and the other eye was catlike, with a piercing blood red color.

"...Seroil."

Memories...

The next morning, Fenris decided to continue his story telling to Felon, to keep the morale high. And it felt so good, almost as though he was reliving those memories he had forbidden himself to think about for eight years...

...

Fenris woke with a yawn, and realized it was Monday. Crap. That meant more training.

As if to accent that point, Barrel Roll blasted down the door as soon as Fenris walked into the main room. "Alright, pansies." he shouted. "Get your hooves out here, and march like dogs! Move it!"

So came a long three mile gallop around camp, almost as a warmup excersise. Fenris stayed near the back, normally with Talon. Both were panting and sweaty by the time they stopped for breakfast. The squad sat together, and chatted in earnest about various things.

Chalace spoke about Barrel: "Well, he's a bit hard on us, don't you...."

"Bow chika bow wow."

Chalace glared menacingly at Talon, then continued. "....Think? I mean, it's as if he had something to prove."

Elicla shrugged. "Maybe he does. But until then, obey orders."

...

After a while, Fenris found himself at the firing range. Each of them chose their own gun. Loaded and ready, they went up to the starting line, and...

Chalace casually reloaded, having emptied his entire magazine before his comrades fired a shot. Not very accurately, but still pretty good. Everypony theirs just stared at him. Then, they began following suit.

Serioil was next. He leveled his gun, a bolt action (not semi-auto) 6 crystal magazine hunting rifle, and fired a shot. He missed completely, much to the snickers of the rest of the squad.

He glared right back at them, expelled the spent crystal, and fired another round, and another, and another, and another.

As he reloaded, the rest went out to check his accuracy. Every shot besides the first made it within a quarter of an inch from the bullseye.

Darek went next. He had a long barreled sniper rifle. He bullseyed. Perfectly.

The rest of the squad shot relatively well (Besides Anical), using many different weapons. Maskel used an old revolver, Talon an assault rifle with semi auto on, Anical a heavy pistol, Elicla used a shotgun, and Fenris used a rifle similar to Chalace's. All in all, it was a good day.

Little did Fenris know it was about to get a whole lot more interesting, for better or for worse.

...

It was late evening when the squad was in the dinning hall, eating. As they sat around, they started talking about what they want to happen the next day. Talon seemed convinced at least three of them should commit a sexual act, when Barrel Roll walked up to them, a dangerous smile splayed across his face.

"Alright greenhorns, you got lucky with command. You may be only in the camp for a week, but it would seem that you have been chosen for a three day patrol in Plaguesmoth. We leave tomorrow. Move it. Oh, Chalace and Darek, may I see you at another table?"

The two exchanged glances, then nodded, got up, and followed the Sergeant to an empty table.

"What do you think they're talking about?" asked Talon.

Fenris blushed ever so slightly, and Talon caught it like a spider catching a fly.

"Fenris!" he said, as though not noticing Fenris's blush, "Do you happen to know anything about that?"

Fenris turned to him and shrugged."I may or may not. You know what, I do know something, and I will bet for it. A game of Blackjack, anypony?"

Talon smiled. "Dealer. Six Denarii bet from me."

Serioil slid up, and gestured for a pair of cards. Talon obliged. With that, he layed a dozen Changeling Denarii on the table.

"Deal me in." Elicla said, receiving her own two cards, and placing a large sack, which gingled with coins, causing Talons eyes to widen.

Fenris looked at his cards. The Ten of Spades and the Ten of Hearts. A Twenty. Really good, now, should he risk hitting or...

"Blackjack!"

Fenris's head came up, searching for the winner. Elicla proudly placed her cards upright. The Ace and King of Spades. A perfect Twenty-One.

"So," said Elicla. "What's the secret, Fenris?" She had an almost foallike curiousity in her eyes.

Fenris sighed. "On the first day of training, I caught the two, well, having a bit of fun, if you catch my drift."

Elicla nodded, and Talon smiled and shook his head.

Just then, the pair rejoined them, Barrel Roll leaving. They were completely silent, and avoided all questions.

...

Fenris woke the next morning to a long chunk of morning wood in between his legs. He sighed, and glanced over to Maskel, who was having a similar ailment as he opened his eyes.

Maskel shook his head at Fenris. "Really? What was your dream about?"

"Elicla."

"Those two Chalace and Darek going at it."

Fenris raised an eyebrow at Maskels response. "I didn't think you were into that sort of thing."

Maskel laughed. "Hey, when there are mares like Amelia in the military, then you really ought to keep your gender options open. Anyway, I'm leaving Elicla to you, which removes all of my everyday meeting with other of the opposite sex."

Fenris nodded, got up, and walked out, were the rest of the squad prepped for the six hour Airship flight to Plaguesmoth.

...

The Changeling Empire was huge. It spanned thousands of miles, twice the size of Equestria, which was across the Pegasus Ocean to the East. It spanned all the way from the Bloodied Islands controlled by the Maroon Talons Rebellion in the east, to the numerous waring Griffon Kingdoms in the west, the powerful bat pony Eagland to the north, to the gargantuan Zebra Territories to the south. It took nearly three weeks aboard an airship to get to one side of the massive country to the other.

Fenris's only Airship flight before then had been from the one from the Changeling capital, Chrysalis (for which the current Queen was named) to the camp. He was very nervous, for that ride had only been two hours, while this one was six.

As they got aboard the Airship, Fenris immediately recognized it as a warship. For one, it was huge, three times the size of the small cargo freighter he had come in on. Secondly, only ships of the line were permitted to have 30mm guns or bigger. This one had four, two on each side of the balloon along with eight smaller guns.

Still, he knew that this was a simple frigate. He had seen the true warships of the Changeling Airfleet in Chrysalis. The three great Hive Ships of the the Queens Guard are almost a half mile long each. Those themselves are dwarfed by the Queen's personal ship, the Black Eagle, which is nearly one whole mile long.

This particular ship was maybe three hundred feet long. The proud words Honorable Glory was painted across her prow, the white letters in stark contrast to the black and green camouflage of the rest of ship. It was actually quiet spacious, mainly because of its lack of a bomb bay.

The we're sleeping in two pony cabins, with their normal roommates. Fenris and Maskel set about making that cabin their own, mainly by Maskel tearing his part into a war zone. Besides Maskels skill at impersonations, he also had a fascination with toy soldiers. Within minutes, the forces of the 21st Changeling Infantry Division had engaged elements of a Griffon army, the Griffon Kingdoms famous enemies of the Changelings.

Maskel asked Fenris if he wanted to join. Maskel made up rules with his toy soldiers, and commonly played games against others.

Fenris nodded, and took the Griffon side as Field Marshall Sharpbeak, while Maskel took the position of Brigadier General Honeycomb.

The battle played out over several hours and several bags of chips. Finally, despite suffering great losses due to the Changeling magic technology, Sharpbeak triumphed.

Maskel shook his head as Fenris moved his command squad to the space his own command had just occupied, winning the game. He reached his hoof across, and Fenris gladly shook it.

Maskel sighed. "You know, if you hadn't took out my artillery with those flying troopers, I probably would've won."

Fenris smiled. "Too true, but I did take out those artillery, and so I won. What should we do now? We have three hours left."

Maskel began picking the models up, and frowned. "Well, we could go see if any of the other want to do something and discuss with them."

Fenris shook his head. "Nah. Something with only the two of us."

"Well, we could..." Maskel blinked, stopping mid sentence.

"What?"

"Oh, nothing." Maskel said quickly.

"Oh come on, I won't judge you for it."

"Chalace and Darek."

Fenris blinked, confused. He opened his mouth to ask what he meant, when it hit him. He blushed. "Ooooooooh."

Maskel sighed, and blushed as well. "Yeah, I know, it's a dumb idea..."

"I'm fine with it."

Now it was Maskel's turn to be surprised. "What?"

Fenris smiled. "Sure. If you mean we buck each other silly, then OK."

Maskel nodded slowly. "Alright, get in my bed."

Fenris, obeying, got up into Maskel's bed, laying on his back. He spread his legs wide, giving Maskel a look at his junk.

Maskel, already hard as stone, crawled over Fenris, his cock just centimeters from Fenris's anus, when Fenris spoke.

"Um, Maskel, could you be gentle?"

Maskel nodded, then slowly slid his dick Fenris's slot. Fenris gasped in pleasure, but also in slight pain.

Then, Maskel, trying to sooth Fenris, let their lips touch.

Fenris couldn't remember any more, other then cumming later all over his own face.

Well Well Well...

"Thanks. Thanks a lot Serioil."

Serioil nodded, and trotted off. He was disguised as a Royal Guard.

The short guard, known as Gill, shook his head. He was a unicorn with stereotypical white coat and blue mane, and sapphire eyes. He was worried about working with Serioil, but thought it was a suitable risk to take.

Meanwhile, Starswirl walked up to him. She had an orange coat with red and yellow striped mane, and deep green eyes. She was sad, distraught by Serioils appearence.

"Why'd you hire him?"

Gill sighed. "Come on, you know we had almost nothing to find that son of a bitch. He does. I want to help you Starswirl, but I need his help to do it."

Starswirl shook her head, tears appearing in her emerald eyes. "No. You just... We were in LOVE! I mean, I... Can I tell you a secret?"

Gill nodded. "But you really think I, of all ponies, should know?"

Starswirl nodded. "That night, at the party... He took my virginity."

Gill laughed. He couldn't help it. Their had been rumors that that bastard had stolen her virginity that night since he carted her off to a more private place that night eight years before.

Starswirl looked at him angrily. "It isn't funny!"

"She's right Gill."

The two looked, and saw the tall guard walk up. Gill promptly stormed off.

Kel, as the tall one was named, was elegant, with a scarlet coat and a violet mane. He smiled faintly at Starswirl.

Starswirl sighed. "I realized he betrayed us, but to kill him... It just doesn't see right."

Kel immediately saw Starswirl breaking into full crying. Trying to comfort her, he wrapped his arms around her, which she lightly accepted. "It'll be alright. Come on, look at what he did with us. He can take care of himself."

Starswirl sniffed. "Yeah, but he *sob* was so nice to us. He *sob* was like a *sob* great friend." With that, she buried her face into Kels fur, sobbing uncontrollably.

Kel sighed, sadly looking at the once strong willed mare. "It'll be ok. Don't cry, I promise... He'll be ok..."

...

Fenris sighed, closing his eyes at the memory of losing his virginity. Felon, meanwhile, looked at him skeptically.

"So you lost your virginity to a guy? Does that make you gay?"

Fenris chuckled and opened his eyes. "No. I like both, to be truthful. You know, we ought to get moving. I feel there's a town nearby, and I wouldn't mind some actual grub, even if it's as simple as a hay and daisy sandwich."

As such, in the evening they began moving one more.

After about an hour, just as the sun went down, Fenris asked "Felon, what's YOUR sexual preference."

Felon twitched. "Ur, well, I really, haven't decided yet."

"You're gay aren't you."

Felon looked at him angrily. "Really!? You just suppose because I haven't shown any preference that I'm gay!? That's ridiculous! I mean, Fenris, come on!"

Fenris backed down. He realized he'd done something wrong, and immediately let it correct itself.

An hour or so later, they stopped and set up an early camp. Fenris sat down next to the fire, while Felon looked for firewood.

Suddenly, their was a green flash in the distance, and the sound of an explosion followed just after. Fenris lept to his hooves, put the fire out with astounding speed, and met with Felon, who had run out of the woods.

"What WAS that?" asked Fenris.

Felon shook his head. "I have no clue. Let's check it out."

They sprinted thought the forest, only to find a devastated clearing, and a wounded changeling. They quickly went over to the changeling, who was bleeding and was in a VERY bad condition.

"Who are you?" he asked his voice raspy.

"Lord Captain Fenris Lore, Seventh Airfleet."

The changelings eyes lit up. "He... He told me to give you this..." he handed a letter to Fenris, then continued. "He... My squad... He killed them all... 31st..."

He expired, and Fenris knew what killed him. It was all in the letter:

Dear Captain Fenris Lore,

I see you are smart, trying to go to the mountains for cover. Where else could you be going? Anyway, I know your girlfriend, Elicla. I have her in my custody. If your smart, head to Los Haygus. There, you will find a bar called Blue Death. Ask the bartender "To be or not to be" and he will give you an address outside the city. Go to it, enter, and I will give you your girl. If you do not, then she dies, and the rest of your squad will be on my top priority list.

Sincerely,

Colonel Erasalo. 31st Equestrian Renegade Marine Infantry Division

Fenris looked at Felon. Felon immediately said, cocky, "What, afraid of an old Colonel."

Fenris shook his head. I need to tell you more stories. Anyway; how the hell does this guy know so much about me?"

...

Erasalo smiled. While the Genral was away for a while, he could control the Division, and this Fenris figure was too tempting. According to an informant, he was simply a prize too easy to give up.

As for his girlfriend, Elicla, simply to easy to catch.

His butler walked up to him. "Sir, the Royal Guard squad are here."

Erasalo smiled. "Great. Bring them in."

So Starswirl and her squad trotted in, to which Starswirl asked "Sir, you requested us?"

Erasalos smiled widened. "Yes, I would like you to head to Los Haygus and look for this changeling." With that, he held up a picture of Fenris.

Starswirl blinked, and fainted as memory overtook her...