The grim reality of the Northmen's invasion of Equestria came into sharpest and most hideous focus when it was remembered that nations were not made entirely of adults in the sexual prime with appealing features. The very old and very young still existed, and were forced to serve the new order in a manner that shored up their rotting structure.

For the very old, menial manual labor was demanded. Those males not fortunate enough to be ruthless and capable of dominating mares were sent with the elderly mares to make products and lift loads until they dropped down from exhaustion or succumbed to diseases and injury. They were confined close to the main cities, so they could be easily massed and then thrown away.

The children presented a different problem. Breeding camps were producing new children for the new order, as were slaves in cities on their masters' schedules. There were also children from before the invasion, not yet of an age for official activity, but very often victims of unofficial abuse. They all, too, needed to be controlled and concentrated.

Many of the stronger children were forced to work on the farms, desperately trying to supply the nation with enough food. They were there getting strong enough to either take up the position as future abusers or survive the abuse to be visited on their unsuspecting bodies.

The youngest ones, however, needed to be raised to that level of development. Large and strong enough to hold a farming tool, a mining tool or to sit slumped over making some product. Until that point they were effectively useless, drains on the new order's resources and destroyers of entertainment. They weren't simple sexual objects yet, but were a necessary expense in order to keep up the supply of victims and victimizers. They couldn't just be starved or ignored to death like the sexless old.

They children from birth to an age of sufficient development and basic education, when not raised by slaves in a specific master's home, were raised in walled camps far from the centers of civilization, so no one had to think about the responsibility inherent in keeping a population growing.

A few well-tamed females tended to the screaming infants and fussy toddlers, under the watchful, and disdainful, gaze of bucks and stallions who loathed the assignment. Most hated every minute of it. They could abuse and violate the caretakers, but not too much, as they had to be healthy enough to do their jobs. They took out such frustrations on the young, when they could get away with it. A few did not hate the posting, and took every advantage they could get away with, never fearing reprisal.

The children were afraid of the place, being so alone, and so far away from everything they had known. Some younger ones could still barely remember how things had been before the fall, what it had been like to have loving parents and a caring extended family. They had shadows and whispers in their young minds of cheery songs, delicious treats, bright colors and a world that was lush and green.

The northernmost child maturation camp teetered on the edge of the Equestrian habitable space. It was a land in perpetual gloom, and in the snowy season it could pile well in large drifts. It was also nearly swallowed up by a dark and imposing forest. It was, in some way, two forests. A coniferous wood had grown up to the edge of an established hardwood forest, which was on the side of the camp which got less snow.

The trees stood like woody bars, the darkness and tangled collection of low bushes beneath the gnarled and imposing forest titans were their own version of guardians. The caribou and their minions regarded the mental effect of the frightening trees as a general good. Beasts were hiding in that wild tangle, and the very sight stirred something in the pony psyche. The forest primaeval was the last true unknown in their world, and would gobble them whole without a trace.

Though the keepers regarded the forest as more an intimidation tactic than a real threat there were still whispers about it. They weren't meant to believe in the beasts that supposedly lived there. But they believed in the beasts they could see out of the corners of their eyes.

In the cold gray distance, past the bone-decorated walls of the camp the forest barred them in as much as the children. And beyond those bars were the wardens that they could not name. Flitting shadows streaked just past perception and focus. Whispering sounds flitted past their capacity to note any detail. They were real beings beyond the trees, real creatures whispering words in their ears. Real creatures that hated them.

They never said a word; it would have been blasphemy to confess to a 'female' emotion like fear, or uncertainty or anything like it. They couldn't risk their maleness on shadows and whispers. They acted tough in front of each other, violated the caretakers or abused the young ones, and slowly went mad from paranoia.

There was more to the shadow-show besides the creeping fear that slid up their spines and gripped their attention. The gray distance almost seemed more gray than what they had ever experienced. It went beyond the bleached blandness of the new order; the stallions had grown used to the colorless pall cast over what had once been a pastel world. They were inured to a land that was various shades of boiled oatmeal. Even the caribou stationed there noted the grayness of the environment, and it struck somewhere in their ice-encrusted hearts.

The wind, when it wasn't whispering across their ears in words that were not words from all the muttering, was moaning through the dour and dismal trees. The hanging needles of the conifers drooped like weary and hopeless creatures seeking some small reason to even bother to go on. The hardwoods, their branches stripped by season and wind, rustled as the tips of their branches touched, skeletal and looming in the low light. They were all but dead, living but not living well.

Long shadows reached through the closing of a day or stood out in harsh starkness in the watches of the night. All that they touched took on the darkened thoughts. The emptiness influenced by the isolation and fear made it hard to feel much besides a dragging depression.

Within the compound, in the areas for offices and living quarters some spark of something remained. Not much but something. A little touch of anger. It was some measure of anger that drove the abuse, but even more was invested in the petty. Small things grew big shadows in the face of the fear and sorrow.

Annoyance prickled all the ones who were working inside the structures of the camp. This or that little thing would go missing, to turn up under a desk, in the yard, occasionally in the equipment of another. They might simply move from a spot on the desk to another spot, without witnesses. Sometimes they would just vanish for good, driving the frustrated fury of the searcher higher and higher as he scoured the whole place for the vanished object.

The children themselves seemed quite immune. Most could not speak of their resistance. Of those that could, most would not. Those few that confided in their caretakers simply told them about the animals. The animals made them smile. They bounced or strolled by the fence, they sometimes came into the fence, all to act in a manner that would make the poor children smile.

It was strange to the caretakers, and fleetingly confused the males who happened to hear. Animals hated all aspects of the new order. The magic which altered minds added a tinge of some undefinable ugliness to the holder which repelled many animals. Almost every skittish and small creature would be repelled by the abhorrent presence.

The very few who spoke reported they weren't small animals. They were very large small animals. All of them the size of a large dog. Rabbits, squirrels, birds, mice. They were punished for making up such stories. But they said the animals could still make them happy.

The unhappy stallion tasked with leading the camp was a brutish pegasus named Thunder Blast. His coat was a reddish-toned black color, like an ember-filled charred piece of wood, while his mane and tail were both bright yellow and quite spiky. He had been a singularly unpleasant, but tolerated, pony before the fall. He needed little help to go over to the new order when the time came.

He regarded the bleak and dismal assignment as some kind of punishment or torture. He had no love for children, carnal or emotional, and the caretakers were too fragile to bear his play and still do their jobs. He had been told it was a great honor to run the facility, that it would step him to a higher position. He was ready for the higher position.

Thunder regarded his desk blankly, looking on the paper work he was doing but not really seeing it. He was more focused on the fact that his hand had been reaching out for a pen which was no longer there. He had had things go missing before, but the latest act finally got to him.

The monotonous, tasteless rations served in small portions; the cold and fearful chill of the dark and clawing woods, along with the suffocating angst and ennui that came of long shadows and sighing wind; the children ever near, worthless and asexual little annoyances stealing his time; the frustrating little hings, the misplaced objects and lost things. It was all grating on his mind, like a rasp on a block of wood.

The lost pen made him sweep his desk with a roar of rage, his wings flaring powerfully. “Ridiculous! It's a pen! How does such a thing simply vanish without a trace?!”

In the ringing silence that followed the outburst the air grew heavy, as if filled with magic. The tiny reprieve of sound was broken then by a tiny puff from some indefinite point, along with a small sound that resembled a sigh.

Thunder cried out again and attacked the room itself. He ripped the battered drawers out of his desk, turned the desk over, looked under, behind and in everything he could get his hands on. “I heard you! I hear you now! Where are you? I know someone is in here!”

Another sound of puffing came, and another heavy feel of magic worked through the room. He tossed aside boxes, paper weights, knives, papers, chairs, everything. He sought smaller and smaller intruders until even his own warped and furious mind had to admit he wasn't going to find children that small. There was nothing but clutter. To add insult to injury, he didn't even locate the missing pen.

“A trick? How female,” he snarled, bloodshot eyes casting about for hidden openings, where sounds could be piped into the room. “Who would dare play a trick on their commander? I have the power to have you reassigned. One word form me and you will be another moaning cunt whipped to bloody ribbons in Canterlot...”

No sound greeted the outburst, just the last echoes in the shut room and the stillness of the thrown-aside objects. There was still a strange press of magic, a flow just barely felt in the odd 'presence' that permeated the environment. Something was happening but there was no real indication of what it might be.

“I'm warning you! All of you! Whoever you are, I'll torture until you wish you were dead! Then until you think you are dead!” Thunder stalked around the disheveled room, holding a large dagger that had been thrown down from his desk. “Show yourselves! Now!”

The magical feeling ceased suddenly, and a green fire sprang up around several small objects. Paper weights, boxes, other detritus that Thunder realized he hadn't recalled being there before. The fires cleared to reveal a small collection of white beings. They were smooth, chitinous, with holes through their legs and arms. They were like tiny versions of a pony, but their wings were diaphanous and insectine, they had a horn on their heads between two antennae, and each was holding a small object, including the missing pen.

In the midst of Thunder's confusion the dagger in his hand, which he also didn't ever remember having, washed itself in green fire and revealed another little creature, a female. She pushed open his hand with surprising strength and flew up from his presence.

“What in the name of the frozen north are you?” Thunder demanded, eye growing wide.

The small fae creature did not deign to respond to the question, and did not even look at Thunder as he glared in her direction. She snapped into a straight posture in the air, prompting the others to follow along and thump their right arms across their chests in salute.

“The time has come. Now we summon the queen!” The white-bodied figure cried, in a tiny voice.

“All hail the queen! All hail the queen!” The other creatures cried out in equally tiny voices.

“'Queen'?” Thunder asked, incredulously. “No mere cunt can hold power worthy of such a title. Even that bitch Chrysalis is the slave of his dire and invincible pitiless majesty.”

The female leader of the tiny, white fae spat contemptuously, as did her fellow creatures, at the mention of the execrated name. “Call! Call to she, the queen!”

Thunder was about to comment when the environment began to buzz and hum. The small creatures were flapping their wings faster, creating a sound like a swarm of bees. The vibration thrummed through the air and through the magical atmosphere, rumbling through Thunder on every level. As their buzzing reached a magic-rippling, air-shaking strength all the fae opened their mouths wide to release a high, clear tone that rang off the walls. Soon the tone began to vary, becoming like chanting without the interruption of individual words.

The vibrating environment and calling creatures stirred something in Thunder, something incredibly uncomfortable, which grew into something far more terrible. His stomach cramped tightly, his muscles pulled in, and his very brain seemed to scream at him as the magic of the mind-altering spell seemed to writhe in response. He was bent double, hands on the sides of his head while he screamed in an unfathomable agony. It wasn't a mere bodily pain; his very magic-suffused essence was being ripped and rasped as the dark sorcery of the northmen seemed to want to flee his body but couldn't.

The wooden door to the facility proper shattered inward, showering Thunder with splinters and making him turn as much as he could to protect himself. The doorway was empty, save for a looming mass of shadow just beyond the shattered mass of wood. Tendrils of darkness, seemingly more that mere shadows, reached into the room as the small fae creatures ceased the buzzing and calling.

“All hail the queen! All hail the queen!” The assembly of white fae cried, flittering to the door and standing in two lines, the lead female at the head of the small honor guard.

“Yes...” Whispered a harsh, but feminine, voice from within the pool of black, which slowly turned blood red. “All hail the queen...”

While Thunder's office was being invaded, one of the guard ponies, a bulky earth pony, noticed a heavily-wrapped figure gathering up children, who looked bundled up against the cold. A closer approach revealed that the figure was ostensibly one of the caretakers, looking sad as she prepared the children.

“You, what do you think you're doing?” The earth pony guard asked. “You know you worthless things aren't allowed to wear clothes! And why are these little annoyances being bundled?”

The mare turned to look at the stallion. Her face was lined with a preternatural sadness, that wasn't just expressed, but was nearly being radiated by her dour and grim features. Her cut horn marked her as a processed unicorn, but she wasn't immediately distinguishable from the others the stallion could recall.

“You speak so in front of the children?” The mare asked, her tone one of ineffable sadness.

“I am a male and you are a cunt!” The stallion spat, slapping the mare solidly across the cheek. “I speak as I desire.”

“That seems excessive...” A male voice caused the guard to turn. He found on of his fellow guards, his armor somewhat disheveled but present. The unicorn also wore a look that radiated sadness, though he was making every effort to look strong.

“What's the matter? Do you want to be turned into a worthless cunt too?” The earth pony snarled, turning on his fellow guard. “This is our job.”

“This madness...” the unicorn stallion sighed, his features falling to the perfect sorrow on the face of the mare, “This madness, it brings only pain. The sorrow is widespread. But with no hope, no reprieve, it will eventually wither and die, or grow bitter and unbearable. What good does it do then?”

“'What good'? What are you talking about? Snap out of it! You've been here too long. I'm getting...” The earth pony had been walking away, out of the room with the caretaker and young, when he saw a body on the ground. Naked. Just from what he could he, he could tell it was the unicorn that he had just been speaking to. No blood or obvious marks marred the body, but he was surely dead. “Who... what are you?”

The earth pony was suddenly grabbed by caretaker and ersatz guard, pulled into the room and pushed against the far wall. Green fire washed across their forms and revealed dour, gray chitin, drooping, tattered-looking wan-gray insect wings and horns that rose from their foreheads. Holes were shot through the exposed parts of their hands and their eyes were wide and blank white.

“Your sorrow is tainted with bitterness and misery, as everything is in this filthy world you made,” the male said in a scolding, but sad, tone.

“But it is sorrow...” the female said, her horn glowing with a gray light which was matched by the male's horn. “It may be disgusting and horrid and barely worth the trouble, but it is sorrow.”

“Did you plug the ears of the children?” The male asked.

“And told them to look away,” the female replied with a nod.

“Then we may snap his neck when all is done,” the male said, both fae creatures pressing in, horns glowing brighter as the helpless earth pony screamed.

Elsewhere in the camp another group of children had already been bundled up against the cold and were being led to the fence by a giant white rabbit. The bone-decorated expanse of metal and wood was being slowly deconstructed by what appeared to be giant beavers, though beavers who used their huge teeth and also pliers.

A passing guard noticed the collection of children and the destruction of the fence, drawing his sword immediately. “You little brats get away from there! You know what happens when you disobey! Get back inside and away from those animals!”

The beavers paid no need, but only finished opening a hold in the fence. The deed done they all became washed in a blaze of green fire. The drop of the fire revealed a collection of smiling fae creatures, bodies composed of smooth, green chitin with polished holes shot through their arms and legs. Their horns were rounded at the tips and very short, while their wings were long and iridescent, looking like dragonfly wings.

“You made happiness a rare commodity, and that is not good,” one of the smiling green creatures stated, slowly approaching the trembling guard. “Happiness should flow free and easy through a whole nation!”

“We get so little, and always tainted with something else. It's horrible and disgusting,” another one said.

“And happiness from you is the worst,” the rabbit noted, while he directed the children to exit through the hole in the fence.

“You smile all the time but there is an evil in your smiles. You laugh all the time but it is cold and mirthless. You don't know how to laugh or smile right. Your happiness is devoid of anything happy and consuming it is a chore, not a joy. You sicken us all,” one of the other green fae beings said, though all with a smile.

“We don't want your vomitous fake smiles, with pain behind every grin and giggle. If you can only be happy when others suffer... you don't deserve the ability to be happy,” the rabbit said, leading the last child out of the opening before following behind them.

“If only we could draw out all your happiness. But only Unseelie creatures would dare. You'll keep your capacity to happiness... for however long you live...” one of the green fae said. The whole transformed assembly flashed with green fire, the flames vanishing to reveal their new forms to be large, ferocious tigers.

On the other side of the fence, one of the moderately aged children refused to move. The screams of the guard, along with the rising sound of others approaching paralyzed the little one. He almost looked back to see the roaring carnage, but the big rabbit got in his way. “No need to look back at that. Just join the others...”

“But... I'm too... and if they can do that, can you?” The small earth pony colt asked of the white rabbit.

“I can but... I'm only good at making happy animals, like rabbits. I'm very good with rabbits,” the fae rabbit asserted with a winning smile.

“But...” the colt began, trying to look around the rabbit.

A gentle paw pressed on the colt's shoulder and made him look up into the rabbit's buck-toothed smile. “What's your name?”

“Elmwood...” the colt replied. “Why?”

“Names are comforting,” the rabbit answered. “If we know names we're not strangers. We don't have to be afraid.”

“But I don't know yours,” Elmwood said.

“What name do you like?” the rabbit asked back, without hesitation.

Elmwood considered for a moment, thinking back to happy times before the fall. He remembered comic books all about fun and happy characters. Including one about a donkey who always got things done and was very strong. “Hardy. Like the donkey in comic books.”

The rabbit smiled bigger and brighter. “What a coincidence. My name happens to be Hardy. Do you feel comfortable now?”

Elmwood cringed as a new round of screams wailed from the other side of the fence, along with the roar of tigers and the impact of bodies. He pressed up against Hardy for warmth and comfort before slowly nodding his head.

Hardy wordlessly placed a paw around the colt and hopped along with him on the trail of the other children who looked to be heading into a burrow where other giant rabbits beckoned.

Elsewhere, in the dark and frigid depths of the camp, three guards strolled the corridors lined with boxes and barrels, filled with the rations and surplus of the camp. The shadows danced and loomed in the blow of their lanterns, while the chilling wind made them shiver, as it moved back and forth like a huffing breath.

“Why are we down here?” A pegasus soldier asked, eyes darting around at the wavering shadows that almost seemed to grow and claw as they passed.

“The yowling brats are growing cold and hungry, and we need to bring up more rations and an extra round of blankets,” the commander, a unicorn, said.

“You're sounding a little fearful,” the third soldier said, another unicorn. “Maybe we need to ship you back to Canterlot to process you into a caretaker.”

“I'm as powerful as any other!” The pegasus snapped, turning on his fellow soldier. “I abuse the helpless as we all must, and I savor the y- I savor!”

“Quiet, you jabbering mares!” The commander hissed. “You'll both be made caretakers if you persist in chattering like cunts.”

Before either one could comment on the threat a low, rumbling groan echoed through the stony passage. It sounded like the stones settling, grinding and sliding across each other, but with a strange control. The scrape of stone rushed on the icy wind, whispering and groaning words that passed without comprehension.

“This place...” The commander grumbled, hitting a shadowed stone solidly.

The stones all seemed to scream and groan, the grinding growing deafening and the wind roaring in an icy rush. The writhing shadows on the wall coalesced into solid figures. They were mares, unicorns, their horns removed and shoved into their mouths, all of them dangling from gallows, necks angled unnaturally from the snapped neck of a hanging. They lined the corridor, making it look like infamous Avenue of the Hung in Canterlot, where the most recalcitrant were displayed to intimidate others.

“Why do you break me?” The question eerily echoed, a plaintive wail emerging from every broken throat, uninterrupted by the horns in their mouths.

“Wh-what is this?!” The commander demanded, staggering back a step from the hung mares.

“It's like in Canterlot! What's happening?” The unicorn soldier asked.

“This is crazy... this can't be...” The pegasus reached out to touch one of the hung figures.

The whole line of mares burst into columns of flame that threw unnatural light across the walls while tortured wails emerged from within. When the flames died down the hung mares were replaced by impaled mares burnt to charred husks, resembling the Boulevard of the Burned in Manehattan, established to punish mares who had held professional roles.

As before, a plaintive cry rose from each throat, cracked and blistered lips moving as they called. “Why have you torn me? Have you no pity then?”

The three stallions were stunned into silence. Incredible fear was surging in their core, eyes wide, mouths agape. They were a bare inch from soiling themselves in abject terror. But they knew they couldn't let it show, or else they would risk conversion. They all ground their teeth and stared at the burned bodies.

“What madness is this? Has it finally gotten to us?” The commander asked of the bodies, while drawing his sword.

“No pity for us? No pity from us!” The voices screeched in unison, bodies engulfed in a sickly green fire. Five female figures emerged from the blaze, bodies covered in blood-red chitin. Ragged holes were shot through their arms and legs, and their wings, which were jagged and resembled membranous serrated blades. Their horns were like small scimitars from their foreheads, with a ring of jagged spikes around the bases. Points and spines grew at their joints, and their fae fangs were especially long.

“They're only females...” The commander boldly declared, sword still held up.

“Females. But you know to fear us. You know what we are...” One rasped, in a buzzing voice.

“We are males! We fear no lowly female!” The commander declared.

Following a subtle nod from the one who had spoken the two cringing soldiers briefly cried out as two other red fae females emerged from a green blaze and sank their fierce fangs deep into the stallions' necks. They went silent quickly, and expired not long after.

The lead fae creature curled her lips in a triumphant smile as the commander's sword began to tremble, his eyes growing wide when he saw his only backup bleeding out on the stone ground. “Do you fear us now?”

All the lights were extinguished by a huge, icy blast, engulfing the corridor in inky darkness which was filled with the soul-crushingly terrified screams of the commander.

In Thunder's office the blood-red pool slowly oozed upwards, the shiny substance moving out into a rough shape, like a tall, proud, feminine figure. The liquid pulled tight to the rough figure and solidified into glistening red chitin. The figure was like the red fae that had been in the lower passages, but taller, more muscular, with eyes that had glowing yellow irises in a sea of red. Her horn was larger, grander and more jagged, looking truly imposing. Her wings were larger and looked ever more like a pair of serrated shields. She wore a raiment of red velvet with plates of red-lacquered steel sewn on to make it gown and armor, even over the modest bell. Her fangs gleamed, more visible than normal as her mouth was pulled into a deep, fearful scowl.

“Now see and honor her majesty! See and fear her, the queen! Allies give honor, enemies give fear to her, Phobia of the Fir Darrig, Queen of the Seelie Court!” The white-bodied female fae cried out, the others crying out in celebration.

“Be at ease, faithful Gremlins, and join the rest in the liberation,” Queen Phobia said, with a surprisingly gentle tone.

The lead Gremlin looked up at Phobia and tilted her head. “Are you sure, my queen?”

Phobia nodded and moved away from the broken door. “I will be well. Your loyalty is admirable but the rest need you as well. Go now and deliver my will.”

The collection of Gremlins saluted and the leader bowed grandly. “Your will shall be done, great Queen Phobia. We go!” The lead Gremlin flew off quickly, followed by the rest.

“The Gremlins may look like little, but they can call through the mana-flow. They are such excellent heralds, if limited in their scope. But what wonders they work in their small way. Stealing small things, misplacing other objects, prickling and rankling the mind. You and yours have fed them well on the frustration and anger you have in so ready a store. You have done at least one thing of some use,” Phobia said, voice turning from her kind tone to a contemptuous one, as her gaze turned from the door to Thunder, who was slowly recovering from the work of the Gremlins.

“Wh-what..?” Thunder groaned out the question in a pained manner, rubbing his temples as the magic inside him settled and the strange sensation faded from his body.

“Conversation. Elegantly proper social intercourse. Making small-talk with a truly small creature, showing you infinitely more respect and deference than a crawling load of pestilence like you deserves,” Phobia said, in a buzzing and imperious tone, dripping with contempt behind it all.

“What in Tartarus are you? You look like that cunt Chrysalis painted red...” Thunder huffed out, slowly rising to his hooves and squinting at Phobia.

Phobia hissed sharply, a wave of green fire washing over her, leaving her spiky points much larger, and her mien to get far more hateful. “You do not speak to me of the Unseelie Queen! She has placed herself beyond the pale and broken any hope for a return to the quiet hate of the prior accord!”

Thunder staggered back, throwing up an arm defensively to shield himself from the cold flames. He tried to hold back reaction to the change but the slight widening of his eyes told of some internal surprise. “She's just a tool of his pitiless majesty now! Who makes you, a female, think she can speak to a male in such a way?!”

Phobia contemptuously backhand slapped Thunder across the face, a huge flash of green fire bursting from the point of impact. The slap had the full strength of a fae queen behind it, sending the burly pegasus stallion stumbling wildly to the side to slam his face into the wall. A raw, red patch of furless and singed flesh in the shape of Phobia's hand remained. “I am Queen Phobia, grandest of the Fir Darrig, and ruler of all the Seelie Court! You will not speak to me in such a manner!”

Thunder finally shouted, if only briefly, gingerly touching the burned portion of his face while glaring hatefully at Phobia. “You bitch!”

“Bitches are Diamond Dog females,” Phobia stated flatly. “Your execrable ignorance only enhances the rightness of my contempt for you and the your fellow traitorous milites gloriosus, who think that dressing up in the armor of the foul fool makes you mighty, like a cringing, toothless serpent crawling into the shed skin of an adder.”

Thunder ground his teeth and lurched forward half a step, wrenching back after a bit of the momentum had begun, making himself look awkward and bumbling. “He is your superior. And I am yours as well, being powerfully male. I am your better in every way.”

Phobia gave a low chuckle and a mirthless smile. “Show me.”

Thunder drew a dagger from behind his back and settled himself in a posture prepared for attack. He hesitated, eyes quickly darting up and down along Phobia's body. She stood, casual and unconcerned, arms open and hands empty. Her horn did not glow with magic nor did she do anything but coldly smirk. “You are helpless.”

“You are pathetic,” Phobia countered. “Spare me you hobbling attempts at intimidation, your crippled mind-games and gutless bluffs. I am fae. We can all taste emotion. But I am queen. I can taste it even more minutely. I can taste your fear, your hopeless, helpless fear. It it like sweet nectar to a Fir Darrig. You know to fear me.”

“I fear no cunt!” Thunder roared, holding the dagger out in front of him as a threat.

“I drink the sweet purity of the fear in the deepest core of your soul like clear water, without ever activating my horn,” Phobia rumbled, her smile growing wider. “Your speech says it all. No truly powerful being need remind others how powerful they are, need not denigrate to dominate. All your insults and boldly egotistic trumpets are the impotent bluster of a truly powerless fool. Pathetic.”

“You're insulting me too...” Thunder began.

“Oh! The mindless coward speaks!” Phobia boomed, her tone ringing like the Royal Canterlot Voice, but with a darker echo from the stone walls. “No, I speak truth. I speak the facts I can demonstrate in a cold and unforgiving manner. If it stings your tiny, naked ego that what I say matches what you are it is none of my concern. What I speak, I can show. If you cannot show it, you don't know it. What you have babbled without evidence can be dismissed with all my contempt.”

Thunder's hand trembled, his grip on the dagger getting at strong as he could make it. All the fear he held was plain to her, the terror radiating off of him like mist from a chilled drink. A woman dared defy him, but a woman of inescapable power. He didn't have magical tricks, cheating traps or contrive setups. If what she implied was right he didn't even have backup. He had anger at being toppled from his rightful place by his inferior. That anger drove him forward, arm thrust forward to drive the blade into Phobia's chitinous chest. “I will be obeyed!”

Phobia moved with brutal efficiency, wasting no motions as she responded. She barely twisted her body to allow the thrust to follow through, one hand grasping Thunder's wrist and pushing up. The heel of her other hand slammed into his elbow, passing the point of incapacitation, dislocating the elbow and tearing the ligaments from their anchors. A small burst of green fire accompanied that strike, though only for effect.

Thunder was thrown forward onto the floor, screaming in pain as he tumbled on the unforgiving ground, holding his elbow and looking up at Phobia in disbelief. “Y-you b-bitch! Fucking cunt...”

Phobia shoved Thunder across floor, slamming him to the ground on his injured arm and raising another cry. “Silence! I have gamely tolerated your disrespectful blubbering and bleating, but my patience is not all-enduring. I have better things to do than remain here. I have a facility to liberate. If all have gone well my Sluagh, Pooka and Fir Darrig have slain your guards and freed the children. The Pooka will lead them into the tunnels, and then to the rebellion.”

“Y-y-you're wo-orking for the r-rebels...” Thunder stammered out, fear and pain both contributing to his loss of articulation. “I should have guessed, m-miserable c-”

A wave of red magic silenced Thunder, making him gasp as he felt his very core practically yanked inside of him. He felt suddenly drained, but less afraid. “I said silence...” Phobia hissed. “You can only imagine the mercy I show. As a Queen I don't need the efforts of others to suck your fear entirely out of you, leaving you so suicidally brave you'd taunt a hydra or leap off a cliff. But I will not. That is the Unseelie way. And however you may deserve it, I am Seelie, and I will not compromise myself for you.”

Thunder did feel braver as the siphoning went on, or more to the point, less afraid. “What are you talking about? You're a bug like the Changelings.”

“Changelings are fae. But there are more fae than the Changelings, in both courts,” Phobia stated, ceasing her siphoning. “And the Courts of the Fae, Seelie and Unseelie have been in a cold war for centuries. We sniped and snapped at each other. But when the world was peaceful we left each other alone. Even when Chrysalis attempted to conquer we did nothing. There was no need. She never would have held power long. It was not our matter. But now...”

“Why help the rebellion? They're just worthless and weak Equestrians...” Thunder said, wincing as Phobia used magic to tweak his elbow.

“Traitorous monster! It was your land and now you throw it away... but, I help because it is right. We can no longer be the invisible and imperious Fair Folk acting as though life never touches us. The Equestrians were always right. We are connected. What brings them low brings up low. And while the Changelings always felt it, the Pooka confirmed it,” Phobia explained.

“The Changelings who became Equestrian citizens were Unseelie, who turned against evil to gain stability and uncoerced love. Noble, admirable. They could have joined us but the chose to leave the war altogether,” Phobia said, with a hint of a smile, “It weakened Chrysalis and the Unseelie court, which is when I should have moved against her. But we had never made our war one of utter destruction. We had the luxury of balance, of being the capricious fae, because there was plenty of peace, on which would be grown our petulance, vanity and complex hate.

“Then came your mindless monster,” Phobia hissed, tweaking Thunder's elbow again. “The Unseelie cheered, even if Chrysalis became a flesh puppet, because their forced extraction of feeling became the way. But my Changelings hungered for love from a willing source. My Pooka cried because their happiness was gone. They feed on happiness, and that is the base of all the rest. The anger and frustration for Gremlins, the fear for Fir Darrig, the sorrow for Sluagh, even love for Changelings. It all needs happiness first. Without a base of happiness the negative emotions have no base to which they may return. They spiral down to nothing. Your land is filled with bitterness that permeates all the anger, fear and sadness. And the happiness... my Pooka ate the happiness of one of your obedient monsters, and were violently ill. It was tainted with dark horror.

“Without happiness, the Pooka are sad. And when the Pooka are sad something it wrong, for they show if a land is sustainable or doomed to spiraling death. You are doomed. We would become just like the Unseelie, mere unsustainable parasites drinking down the gall you call feelings while the Pooka become mad, or die out. And as long as I am Queen of the Seelie I will not let my fae suffer!

“So I bring these children to the rebellion. They are my bona fides, to get me into the good graces of this Phantom I have heard of. I will not wait, capricious and mysterious, to see the war resolved. I want the old world back just as much as they do, with one difference. Restraint is over. The Unseelie will feel the hate of the Seelie, and we will show them our true might, our power...” Phobia buzzed darkly.

“H-hello..?” A small voice made Phobia and Thunder turn. At the door was an earth pony filly, bundled up against the cold. “The gray lady dressed me but I was scared. I ran away from the big bunny and... and...” She looked at Phobia and fell to the ground, hiding herself.

“No! No, child... please don't be afraid...” Phobia said, in a calm, low voice. “Please, I'm here to free you. I'm here to take you someplace happy. I know I look scary but I promise I'm nice.”

“You're not so nice to me you buggy bitch!” Thunder snapped.

Phobia ground her teeth but held her tongue, washing herself in green fire and taking on her prior look. It was still intimidating but less so. “Is this better? It's my normal look. I promise you, I'm here to protect you.”

The filly looked cautiously at Phobia and shivered a little. “You're scary... but I want to leave. I want to go somewhere happy.”

Phobia gave a winning smile and motioned out of the door frame. “Please, step away. This stallion hurt lots of others and I have to make sure he stops hurting mares and children.”

“He's always yelling. He makes the caretakers sad and sometimes he hits us,” the filly said with a sniffle.

“Just go, child, I'll take you to a happier place,” Phobia said gently. When the filly was out of sight her magic wrapped around Thunder's mouth, silencing him while she turned a cold gaze on him. “No more crying children...” She reached down and took hold of his head, Thunder ineffectually struggling as she twisted his head and snapped his neck with a muffled crack.

The little filly was obediently waiting down the stone corridor when Phobia emerged, all smiles. “Come away, pony child...” She offered a hole-filled hand to the filly, who slowly took it.

“Are you sure he's not going to hurt anyone anymore?” The filly asked, attempting to look into the room.

Phobia gently led the filly away, stooping slightly so the young one would not have to strain. “I promise you, he will never hurt anyone again.”

The filly smiled, leaning in and placing her head against Phobia's hand. “And there really is a happy place?”

“Absolutely. Just stay with me,” Phobia whispered, rubbing a thumb over the back of the filly's hand. “For the world's more full of weeping than you can understand...”

Author's Note

Just for fun, spot the three literary/creative references in the text. One is obscure, one is semi-obscure and the other is a bit overt.