Perry groaned loudly as he pushed himself up to a sitting position, blearily opening his eyes to see a massive, sprawling cityscape below him. Only, it was abandoned. The buildings looked worn, as well, and were crumbling. The city had a type of architectural design to it that he’d never seen before, either. For one, it seemed that every building had spiral designs, as well as crystals that lined the bases of the groundwork. Perry turned his head to the right to find a Bonfire, humming and crackling away, whilst the large, leather wrapped black greatsword he had gained was on the ground near it.

He then noticed the massive shadow looming over him, and turned around to see that he was at the front gates of a massive marble structure in the shape of a unicorn’s horn, spirals and everything. He stood up, trying to get a better look at it.

It had some windows on it, too, he noted, and the gates of the tower were gilded with silver and a strange purple metal, crystals along the edges. He then noted that the sky was red, and the sun looked like that Darksign thing Nox used to go on about.

With all this knowledge, Perry promptly freaked out. “GODDAMMIT!” he yelled in rage. He kicked the door, feeling the satisfaction of denting the metal, before doing so again, and again, and again. “FUCKING PIECE OF SHIT VOICE! FUCKING INTERDIMENSIONAL ASSHOLES! FUCK!” Perry collapsed to the ground, head in his hands. “Why… Fucking why?! We didn’t even do anything wrong! We didn’t deserve this bullshit!” Perry trembled with rage and despair as he tried to calm himself down. “Why…? Who would do this?” he wondered aloud.

“Someone or something that hates you, from the sounds of it. Now can you pipe down or help me get out of this cell?” A voice came from behind the door he’d just been kicking. Perry blinked.

“I’m… sorry? Who are you?” he asked, slowly standing up again and grabbing the black-bladed greatsword from it’s spot on the ground.

“Name’s Noctis. Noctis Eclipse. Former Lieutenant in the Magus Corp, up until, say...twenty days ago? I can’t tell anymore, since time is so messed up around here,” the male on the other side of the door replied.

“Ummm… You sure it’s been that long? Looks to me like all of the people who were around here are long gone or dead,” Perry noted.

“Time. Is. Messed. Up. That’s all I gotta say, pal. ‘s just a fact. Now, you gonna let me out so that I can find my sister, or are you gonna kill me so that I don’t have to deal with staring at this wall for another twenty days?”

“Ummm… Guess I’ll help, then…” Perry said slowly, walking towards the door and pushing it open. Inside, he found a number of shelves full of books, reaching up to another level of the tower, with that level having bookshelves that reached the next level, and so on. But, in the middle of the main floor was an iron grate. Perry walked over to it, peering down.

A hand waved at him from within, “Yeah, I’m down here. Mind opening the grate so I can get out?” Perry squinted his eyes, trying to get a better look, but failed. With a small sigh and grumble about being roped into shit all the time, he looked around the grate for a lock, found it, and kicked it off, then lifted the grate off and tossed it aside.

“Need help getting out or are you good?” he asked.

“Nope, I got it covered,” the man said as a blue glow filled the area beneath where the grate used to be, followed by what Perry could only describe as an anthropomorphised unicorn jumping out, his feet wrapped in that same blue glow.

The...stallion, Perry supposed he could call him, was actually fairly androgynous, but leaned more towards the masculinity. A set of hardened brown leather armor covered the stallion’s frame, a broadsword at his hip and a kite shield on his back. Small patches of night-blue fur peeked out from the places that the armor didn’t cover. A pair of lazy seafoam-green eyes framed by a straight, shoulder-length black mane looked up at Perry.

“Thanks, pal, was getting sick of counting the water drops in my head,” the stallion - or maybe Noctis, it seemed like - thanked Perry with a nod, then a kiss on his helmet’s face where the mouth would be before walking past Perry with a casual wave goodbye. “Welp, I’m off to save my sister. See yaaa!~”

Perry blinked as he stared after the stallion. Once. Twice. Thrice. Finally, he shook himself to set his head straight. “Well… That was rather…uncomfortable.” Perry looked around at all the books. “Hmmm... Maybe I can figure out where I am with these.” He mused. “Might as well try and use my bookish talents…”

“Aaactually, since I just saw that there’s no way down to city that way, I can tell you where you are and what’s going on, uuuh…” Noctis said as he walked back in, stopping a few feet away from Perry and rolling his hand in circles about the wrist expectantly. Perry just looked at him for a moment, then sighed and nodded.

“That’d be great,” he said. Perry stuck his own hand out. “My name is Perry, short for Perripheus.”

“Right, well then, Perry the Platypus, you are in Ornia, capital of the Unicorn kingdom...or what’s left of it,” Noctis said as he sat down opposite of Perry at the table, shaking the man’s hand with a firm grip. “Y’see, it’s the end of the world and whatnot, and the Undead are roaming around and going Hollow, and the monsters and the Dark are closing in….So, yeah, things aren’t exactly all that great at the moment. Meanwhile, I’m trying to find my sister in all of this, and take her away from here. Aaand...that’s it, really. All history prior to, y’know, the end of the world is gone, so I wouldn’t be able to tell you what happened...nor could I, since I can’t read.”

Perry blinked a few times, then sighed deeply, hand meeting his visor. “Well, that’s fucking great. I’m in dystopian pony-shitfest land…”

“Ah-ah-ah! It’s dystopian unicorn-crapsack land. Don’t be a generalizer, Perry the Platypus,” Noctis berated with a wag of the finger and a smirk. Perry gave him a look.

“...With all the shit I’ve been through, I’m tempted to cut you up and eat you. Heard horse is good,” Perry mused.

“And I can crush you with my mind,” Noctis retorted as the table and two of the surrounding shelves suddenly compacted into spheres of splinters and pulverized wood that hovered in mid-air. “So...yeah, unless you mean you’ll eat me out, there will be no such thing done to my person, ‘kay?”

“...” Perry raised his hands up, stood up, and started walking away after seeing the display. “Nope! Done with this shit!”

“Dude, come back. You’ll get eaten by the Gem Spiders,” Noctis called out to the fleeing Perry.

“Good! Maybe after I die I can get back home, or at least head to Heaven!” Perry called back, reaching the threshold of the tower.

“Did I mention they eat you genitals first with a neurotoxin?” Noctis added. Perry paused.

“...Jesus H-Fucking Christ you’re desperate,” Perry noted, slowly turning around.

“Yeah, actually, I’m not kidding,” Noctis replied. “Those things do eat genitals first, due to the bladder and whatnot being right around there, since they go for fluids first, before they suck up your guts. Saw it happen to that guy.”

Noctis pointed above himself. Perry looked up to see a dessicated stallion with a hollowed-out genital region hanging from the rafters. He stared for a bit, then looked back down to Noctis. A short staring contest ensued, until the man sighed deeply and walked back over, sitting down.

“Alright, fine, I’ll help. But! You call me Perry the Platypus and I’m fucking out. Hated that name enough as a kid,” Perry stated firmly.

“Fair enough. If it makes you feel better, I got teased about my name as a kid, too. They made knock-knock jokes constantly, since the first three letters of my name, ‘Noc’, sound like ‘knock.’ So...they made ‘Noc-Noc’ jokes,” Noctis offered as compensation for the name-calling.

“Well, can’t be worse than being pantsed and forced to waddle through the schoolyard,” Perry mused.

“I had a dick shoved in my mouth in the bathroom,” Noctis replied with a straight face. “Bit the guy’s dick off after a few seconds of sucking, but it still happened, since I looked pretty girly as a teen.” Perry just stared at him.

“Yeah, I had a messed-up childhood. But my sister made it all bearable,” Noctis nodded sagely.

“...I’m now wondering why you started to suck the bastard off at first. False sense of security?” Perry guessed.

“Nah, just wondered what it would be like to suck another dude’s dick. His tasted awful and was a bit too big for my mouth, so I bit it off,” Noctis said. “I wonder what yours tastes like…”

Perry just stared at Noctis more. “...I’m just gonna ignore that,” he said, before looking around. “So, any ideas as to where your sis may be?”

Noctis shrugged, “Top of the library. She worked there as the assistant head-researcher of the Ornian Magical Institute...before everything turned into the apocalypse, that is. She’s still up there, based on all the times she’s been talking to me in my head.”

“Well, let’s find a way up, then,” Perry said, standing up.

“Stairs are right there, Perry,” Noctis pointed out as he pointed at a spiral staircase set inside the wall on the opposite end of the floor that led up to the higher levels. “I think there was an elevator, but that got destroyed when the Magi here went Hollow.”

“I see… Well, good thing I have a shield,” Perry said, pulling said shield from his back. “Ya know, in case of bolts of magic bullshit.”

“I hear ya on that one. Magic is such a pain to deal with, especially since a lot of offensive spells home in on ya, and can cross dozens of feet in a few seconds,” Noctis agreed as he got up and led the way forward to the staircase.

“Way to lighten the mood,” Perry said with a sigh as they walked up the stairs, Perry keeping his shield up in front of him.

“Oh, don’t worry about those Hollows I mentioned spamming magic. They got eaten by the Gem Spiders. That stallion on the ceiling was one of them, saw it happen from inside the grate. The Spiders seem to like magic users more, probably because of all the magical energy in their bodies. So if there was a Gem Spider, you, and a magic-user in one small room, it’ll always goes for the magic guy first,” Noctis reassured his impromptu companion.

“Well, if what my friend told me is true, Undead come back to life at a Bonfire, sooo..” Perry said.

“Bonfire? What does a big, glorified campfire gotta do with anything?” Noctis asked.

“No no no, it’s the size of an actual campfire, only it burns by itself, and has a sword in it. Think Nox said it was fueled by souls…” Perry explained, muttering the last part to himself.

“...Oooh, you mean the Respites,” Noctis said with realization, then nodded his head. “Yeah, that’d be a problem. Thing is, that Hollow that got eaten by the Gem Spider died the day after I got trapped in the grate. Definitely hasn’t come back since.”

“Could be it came back, but wandered off somewhere. Hollows don’t have any real sense of direction, I think…” Perry noted.

“Now look who’s being pessimistic, love?” Noctis rolled his eyes.

“Ah shove it up your ass, ya jerk,” Perry replied as they walked up the stairs.

“If you mean shove your dick up my ass, then gladly,” Noctis replied without missing a beat. Perry just stopped. He then slowly resumed walking.

“...Gonna ignore that one as well…” he said.

“Yeah, sorry if I seem a bit weird. Being pretty much sexually assaulted as a teen, plus all the other personal crap I’m not going to tell you, kiiinda screwed something up in my head. I just say whatever comes to my mind, and I’m not afraid to speak without a single hint of restraint in my body,” Noctis apologized as the two began to ascend up the Institute’s central tower.

“Well, long as you don’t just randomly try to get in my pants, I’ll deal,” Perry replied as they reached the second level.

“No promises, since I never got to figure out my own sexuality before things started going downhill,” Noctis said. “But I will try, so long as you don’t freak out about what’s in mine later.”

“...No promises. Had my own troubles with sexuality, but eventually settled for straight, and my parents… Well, rather, my mom, was pretty unsupportive and conservative…” Perry admitted, before stopping at a large set of ornate wooden doors, realizing what Noctis said. “Wait, what’s in yours? What do you mean? Don’t you have a dick?”

“Oh, look! A Gem Spider!” Noctis said as he shoved Perry to the side before jumping out of the way of a man-sized spider whose carapace was covered in a layer of coarse, unrefined gems, and had fangs that dripped with a poison that melted the floor beneath it. “Let’s continue this conversation never.”

“Holy fucking shit!” Perry cursed, managing to get to his feet. “That’s a Gem Spider?! Thing’s fucking massive!”

“Told you you’d get eaten by them. Why do you think that guy down there had the huge hole in his lower torso? One Gem Spider did that, not a bunch of little ones, otherwise he’d have just killed them all with a magic attack or something. Try hitting it with something that can deal blunt-force trauma, that works wonders on the gems coating its carapace - shatters ‘em like glass or pottery!” Noctis explained as he jumped backwards, the Gem Spider immediately going for him and not giving Perry even a single glance, just as Noctis said it would.

“I have literally nothing that could do that but my shield or fists!” Perry cried, seeming at a loss as to what to do to help.

“You got a big sword with a flat edge, genius!” Noctis shot back as he dodged a swipe of the Gem Spider’s forelegs. Perry grit his teeth. He’d never been in a fight like this before. Sure, he’d sparred with Nox and Uriel at times, even been in bar fights and the like, but never life-or-death fights with weapons. Thus, he shakily placed his shield on his back, and grabbed his black greatsword in both hands, rushing forwards.

Once he reached the Gem Spider, a short flow of information flooded his brain, and, like he was on autopilot, he swung his blade up, launching the monster up before it fell back down in a heap, a heavy wound on its gut weeping a strange iridescent ichor. The Gem Spider hissed in pain and rolled over onto its legs...and skittered off somewhere else, faster than the two’s minds could register.

“...Well, that was effective. Thanks for the save there, Perry,” Noctis thanked Perry, giving him a quick hug before letting go and bringing a hand to his chin. “Hmm...now, if my sister wasn’t lying, she’ll be another...three floors up, after that, it’s not so much a library as a monastery or temple or...whatever you’d call it.”

“Right…” Perry said slowly, panting a little. “Damn… The fuck was that…?” He muttered to himself.

“What was what?” Noctis asked, his ears flicking backwards. Perry shook his head to clear his thoughts.

“Nothing, nothing, don’t worry about it. Let’s just… Continue on,” Perry said, trudging forwards towards the doors again.

Noctis shrugged, “If you have to rest, then rest. Sis isn’t in any immediate danger. I just don’t want her to be here any longer than necessary.”

“No, no, I’m fine, just… Not used to using a weapon like this,” Perry admitted as he opened the doors with a loud creak of their hinges.

“Fair enough. Just go up...those stairs,” Noctis pointed at a set of stairs on the other side of the room after a short pause. “For one more floor, and then another two flights of those inset stairs, and we’ll be on the same floor as my sister.”

“Right,” Perry said, walking into the room, old scrolls and papers crumpling under his boots, book stacks piled high alongside or on most of the bookshelves, desks, and tables.

“...Ya know, Sis always told me about this place in her letters. Said it was the center of Ornia’s magical, historical, cultural, and technological knowledge. It was full of life and ponies learning new stuff, and remembering old stuff...was any bookworm’s paradise. Now...it’s kinda sad, seeing it like this,” Noctis broke the silence that had fallen between the two as they walked the length of the room.

“Yeah? If that’s true, then I bet your sister would’ve loved to see the library I went to all the time in Harvard,” Perry mused as they reached the next set of stairs.

“Harvard? That some ritzy, prestigious institute like this one where the best and brightest go?” Noctis inquired with a slight tilt of the head that looked oddly cute.

Perry nodded, “You could put it that way, yeah. Where I’m from, it was one of a small handful of schools that pretty much led the educational world. The biggest was Oxford, but that was across the ocean from me.” They began walking up the steps, Perry looking around to make sure nothing snuck up on them.

“Heh, your world sounds like a fun place, Perry,” Noctis chuckled.

“Unless you want to count the absolutely idiotic politics and bureaucracy, along with the zealots that still won’t stop going on crusades, then yeah, it is,” Perry said flippantly.

Noctis shrugged, “Ain’t those things a constant in any world that isn’t perfect or a false utopia?”

Perry spared a glance at the stallion. “Did your country create a city destroying weapon that leaves residue behind that can last for hundreds of years?”

“We had a race of them, that was reduced to two, and then to one,” Noctis replied. “They were called Alicorns. Think Unicorns with wings, but with enough magical prowess and affinity to move the sun and moon, warp reality, and were basically physical gods that could die.”

“...I’m not sure whether to believe that or not,” Perry said slowly as they reached the next level. “As a side note, haven’t seen any more of those things in a while…”

“Oh, they were real. The last one is the reason why our world isn’t one big expanse of pure shadow yet. And as for the Gem Spiders, they’re actually fairly smart. Once you hurt one or kill one in sight of another, they’ll let their buddies know that you aren’t easy prey, or that you ain’t worth the risk,” Noctis explained as they reached the final level after getting through another room and up another set of stairs.

“Well, that’s certainly enlightening,” Perry muttered as he searched the final level for any signs of danger.

“Yeah, but enough of that. If my sister’s directions were correct...she’ll be in...that room right there,” Noctis said, looking around for a few moments before pointing at a door with a telescope symbol on a large plaque above the door frame just a ways around the corner.

“Got it,” Perry said with a nod, walking over and pushing the doors open.

The handle of a broom smacked into Perry’s helmet as a woman let out a fearful battlecry, followed by another smack to the head.

The third smack was blocked when Noctis grabbed the broom handle and clucked his tongue, “Tsk tsk tsk, what have I told you about smacking people in the head with a broom, Crepus? I thought our family raised you better than that.”

Perry’s eyes widened at the name. It sounded… familiar, to him, and made him feel warm inside. He looked to see a mare with twilight-blue fur, rich sapphire eyes, and a mane the color of a green Aurora Borealis looking at Noctis with a gaping mouth and watering eyes. A librarian uniform covered her body, though it was quite dirty due to how long she’d probably been stuck up there.

“N...Noctis? Y-You actually came?” the mare now known as Crepus asked in a whisper of disbelief.

Noctis rolled his eyes and poked Crepus’s nose in what Perry could only describe as a ‘boop’, “I always came to help you as a kid, why would that have changed at any point since then? But I can’t take all the credit, since I was stuck under a grate on the bottom floor, near that balcony that overlooks the city. Perripheus here - or Perry, for short, since he prefers that - was cursing up quite a storm right on the balcony when I asked him if he could let me out. He did, I explained what’s happened to our lovely little apocalyptic world, he agreed to help me rescue you, and here we are.”

“...Thank you, P-Perry. I...I’m so glad that you were there to free my brother, and that you agreed to help get me out of here. I...I’m in y-y-your debt,” Crepus stammered sheepishly as she bowed her head and upper torso. Thankfully, her librarian uniform didn’t show any cleavage, otherwise the situation could have gotten awkward.

“Huh? Oh, uh, yeah, no problem,” Perry said, shaking himself from his stupor.

Noctis clapped a hand on the shoulder of the other two people in the room, “Well, now that that’s sorted out, shall we get out of here before something else happens?”

“R-right, just let me gather some of the more important documents I managed to bring in here before chaos broke out. I’m not leaving without them, otherwise I’d basically be leaving our land’s history to die,” Crepus replied as she scurried about the room, carefully folding up a dozen-odd scrolls and carrying tomes to a thick burlap sack laying on a nearby table. Once she had everything put away in the sack, she hoisted it onto her shoulder and returned to the two men. “A-Alright, I’m ready. Let’s go, shall we?”

“Eeyup. Perry, would you mind taking point? You have the heaviest weapon here and you’re most heavily armored, so you can afford to take a few hits, can’t ya?” Noctis suggested.

“Yeah, I can do that,” Perry agreed, sparing another glance to Crepus before hefting his greatsword onto his shoulder and starting to walk. “Let’s go, then.”

The three began to make their descent, going down flight after flight of stairs, the sound of their footsteps against the marble floor echoing in the otherwise silent Institute. The group, Noctis and Perry in particular, kept their eyes peeled for any signs of Hollows or Gem Spiders, but they didn’t see any signs of either...which was a little disconcerting.

“Alright, so, Crepus: How are we getting out of here?” Noctis asked the mare as they reached the second floor.

“O-Oh, right. Well, the main entrance collapsed a month ago, so we can’t exit through there. The amphitheater would be our best chance, since it leads directly to the outside by two exits on either side of the amphitheater stage itself,” Crepus explained.

“I see…” Perry noted. They reached the bottom floor where Perry saved Noctis, and Perry looked around. “So, where to? There’s three ways to go.” He said, motioning to the intersection leading three different ways. A path ahead of the grate, and one on each side.

“That way, down the corridor and through the first door on the left,” Crepus said, pointing to the path on the left side.

“Right, now let’s get going. Perry, lead the way,” Noctis stated with an ‘after you’ gesture.

Perry nodded, keeping an eye out for any more Gem Spiders as they walked down the path, eventually finding another set of ornate wooden doors, which Perry opened.

“Wait, if the amphitheater is indoors, and there hasn’t been anyone around to maintain the candles or lights, and spiders like dark places, then doesn’t that mean that there might be-” Noctis said with mounting realization and horror, his sentence abandoned the instant he laid eyes on the enormous web in the center of the room, hanging off of which was a Gem Spider the size of a dump truck. There was a humanoid upper torso sprouting from where the mouth and eyes would be, and at the very top of a breast-less torso was a spider’s head, its octet of eyes staring straight at the trio with a cold, calculating gaze as its body lowered itself from its web...and the glowing, pulsating sack filled with eggs that looked more at home on an ant queen than a spider attached to its- her abdomen sliding down the web with the rest of her body.

“Oooh, this is bad. That’s a Gem Arachne Queen. She can use High Mage-level magic, is faster than her size would suggest, and we have to go through her if we wanna get out of here,” Noctis said as he slowly reached for the broadsword at his hip. “Absolutely wonderful.”

“Well,” Perry began, grabbing the collapsible crossbow at his hip and unfolding it, letting the two ponies see that it was what looked like a very crude yet complicated repeating crossbow, something that they had only seen designs of. Perry loaded some bolts into its chambers. “Let’s see how she does with this!” He said, before taking aim and unloading a hail of bolts at the Queen.

The Queen simply raised a hand and swept it in a horizontal arc, a massive wave of blue soul magic expanding outwards and colliding with the flurry of bolts, disintegrating them almost instantly before the wave, itself, dissipated. The Queen then raised a brow that Perry hadn’t noticed before and shook her head, her gaze never leaving him.

For a moment, Perry thought he saw a Dark Souls-style health bar appear at the bottom of his field of vision, with the name “Amethysia, the Gem Arachne Queen” hovering above it, before both things disappeared.

“Yeah, ranged attacks aren’t going to be effective whatsoever unless you do it close enough to her that she can’t use magic without risking getting herself getting hit with the effects of her own magic,” Noctis said as his eyes flickered around the room, locating the exits that Crepus talked about just behind and to either side of the Queen’s web. “Oh, and whatever you do: DO NOT aim for her egg sac or, gods forbid, actually HIT her egg sac. That has been documented multiple times to have sent Arachne Queens of any and all types into berserk, almost psychotic rages. Right now, she’s just testing us. We’ve intruded on her lair, and now we’ve attacked her. She’ll probably wait to see what we’ll do next before she makes her own move, but that doesn’t mean she’ll let us go or try to run to the exits.”

“Well, shit… Old fashioned way, then?” Perry queried, placing his crossbow back and gripping his greatsword with both hands.

Noctis nodded, “Old-fashioned way. Try not to run in a straight line, or else it’ll make it easier for her to cast a spell. And don’t worry about Crepus, she hasn’t attacked the Queen and she’s unarmed, so the Queen won’t attack her as long as she isn’t a threat. On three.”

“W-wait, I can-” Crepus started to say.

“THREE!” Noctis shouted and immediately ran forward, a blue aura surrounding his legs and sword as he charged towards the Queen in a serpentine maneuver. Perry sighed, before following, going for the same maneuver as well.

The Queen immediately shot both hands out to aim at the two charging men, one hand for each enemy, as bright blue-and-white orbs formed above her palms. She didn’t move an inch, save for her hands, which tracked the two with almost unnaturally smooth and graceful motions.

Then, the orbs exploded outwards, twin swarms of dozens of magic arrows flying towards and homing in on Noctis and Perry.

“DODGE AS BEST YOU CAN!” Noctis shouted as he ducked and weaved through the hail of arrows, narrowly avoiding several aimed for his sides and head by a fraction of an inch.

“SHIT! FUCK! ASS! TITS!” Perry cussed furiously, barely dodging the arrows while a few lucky ones managed to scrape his armor, but not dent or gouge it.

“I-I can help you two, I know two Archmage-level spells that-” Crepus tried to offer her help again, only to be cut off by a gem-coated leg hanging itself over her shoulder from behind. Freezing in place, Crepus managed to look behind her to see a single Gem Spider standing directly behind her, with a dozen more hanging above and around the doorway behind her.

“DON’T DO ANYTHING, CREPUS! SO LONG AS YOU DON’T DO ANYTHING, THEY WON’T DO ANYTHING TO YOU! THE QUEEN IS FIGHTING THE ONLY THREATS THEY KNOW OF, SO YOU’LL BE SAFE RIGHT WHERE YOU ARE!” Noctis shouted as he leapt into the air and thrust his shield-arm’s palm forward, a shotgun-like spray of magic flechettes flying towards the Queen. Half of the flechettes bounced off or shattered against the smooth layer of gem coating the Queen’s body, though the other half managed to pierce through her front’s armored carapace.

A few small jets of iridescent blue blood shot out of where Noctis’s flechettes pierced through, eliciting a wince and a chittering growl from the Queen as she shot a much larger magic arrow at Noctis, which just barely grazed his leather chestplate.

But, with that distraction, Perry managed to get close, and jumped up onto her and stabbed her shoulder, thrusting his blade in as far as it would go as he uttered a battle cry.

The Queen screamed in an uncomfortably human female voice as she grabbed Perry by the throat and flung him to the ground, his blade coming out of her shoulder as he was sent skidding across the amphitheater floor. The Queen looked at her bleeding shoulder and limp arm, then turned her gaze to Perry and growled menacingly as she raised her good arm and formed a much larger orb of magic that quickly shot out in the form of a heavier soul arrow.

Perry grunted as he pulled himself to his feet, and then had to dodge an arrow of soul magic, rolling out of the way. He was panting a bit, but was still able to fight just fine.

“Fucking bitch…” he cursed.

The Queen hissed at him in response, almost as if she took offense to that.

“Good hit, Perry! If we can disable her other arm, she won’t be able to cast any magic! Then you’ll just have to watch out for her lower body’s legs trying to skewer you!” Noctis called out to Perry as he threw another shotgun blast of flechettes at the Queen, which caused some more minor damage.

“Think you can keep her distracted?” Perry called.

“Whaddya think I’m doing? Just try not to kill her! You do that, and the Gem Spiders will probably kill Crepus as revenge!” Noctis responded, dodging another soul arrow storm.

“Got it!” Perry cried, rushing towards the Queen once more, still going in a serpentine motion.

The Queen reared her head back, then thrust it forward as her mouth opened to unleash a billowing cloud of blue fire that surged towards Perry.

“Shit!” He cried, raising his shield to block it. He grunted as the fire washed over him, feeling the heat very well, but keeping his shield up nonetheless.

The flow of magic flames was cut off as the Queen closed her mouth, panting inaudibly from the mild exertion, but she quickly recovered just in time to form a magical shield between her and the soulforged greatsword that Noctis was swinging towards her. The two magical constructs clashed with an odd warping sound and a shower of blue sparks, and Noctis used the Queen’s shield to jump off from, launching himself a safe distance away from the Queen.

Perry grinned, seeing his opening as he panted more heavily. “You’re wide open, bitch tits!” He cried, before speeding towards her, and slamming his sword into the shield, forming cracks on it.

“You should really stop being so rude,” the Queen suddenly spoke in a rich, flanged voice as Perry felt something stab through his leg. A brief moment before the pain hit him full-force, he looked down to see one of the Queen’s legs impaled through his leg.

“FUCK!” Perry cried in pain, clutching his wound.

“Yoohoo! Queenieee!~” Noctis’s voice rang out from the Queen’s and Perry’s left, drawing both’s attention to the stallion as a spear made of soul magic finished forming in his right hand. “Here’s a nice dildo for your spider cooch!”

With that, Noctis hurled the Soul Spear at the Queen, the Spear closing the distance between its caster and its target in less than a second as it pierced the Queen’s good arm, making it go limp in an instant. The Queen bit back a scream as she grit her teeth and mandibles together, then looked between her arms and her two opponents.

Noctis, meanwhile, was breathing heavily on his hands and knees, sweat matting the fur on his muzzle as the exertion of casting the Soul Spear took its toll. Perry fell to the ground, the Queen’s leg slipping out of his leg as he clutched it in pain, writhing in agony for a bit.

“Goood!” he cursed. He tried to sit up, but his wound just bled out more. He looked down at it, gritting his teeth from the pain.

A pair of rapidly-approaching footsteps from behind Perry caught his attention, and he turned his head to see Crepus running towards him, “Perry! A-Are you alright?!”

She knelt down by his side and looked at his wounded leg, then took in a deep breath and held her hands to his wound, a golden glow encasing her hands before it flowed into the bleeding hole in his calf. Perry could faintly feel his muscles, nerves, and flesh knitting themselves back together as the pain quickly faded to nothing.

“Is...I-is your leg hurting anymore?” Crepus asked worriedly, looking him over like a concerned mother hen.

“Yeah… Thanks, you’re an angel,” Perry said, slowly standing up.

“Oh, suuure, go help the stranger you just met less than ten minutes ago rather than check on your brother! He’ll be juuust fine!” Noctis panted as he got to his feet, then slowly walked over to his sister and Perry.

Crepus turned towards her brother, suddenly looking very sheepish and finding the ground to be very interesting to look at as she held her hands behind her back, “S-s-sorry, Noctis. I just saw Perry bleeding, and you were only suffering from exertion, so…”

“Relaaax, I was just kidding, Crepe,” Noctis reassured his sister, planting his hand firmly between her ears and rubbing her head, earning an embarrassed whine from her as she tried to bat his hands away.

“You two have bested me,” the Queen suddenly spoke up, prompting the three of them to look up at the towering Arachne. “If you three wish to leave, then leave. But do not come back here, ever again.”

“...Very well. Hopefully we never meet again, then,” Perry said, walking towards one of the exits. “Come on, you two.” He said, waving them over.

Crepus and Noctis nodded, walking over to him as Perry pushed the door open to reveal a long staircase leading down and out towards the city proper. The crystals lining the bases of every building glimmered in the dim light of the sun, the marble walls that made them up reflecting the light well, creating quite a picturesque view, even though it was all crumbling and in ruins.

“Seems we have a long journey ahead of us… Especially since I need to find my brothers,” Perry mused, gazing out at the large expanse of the city.

“Aaand you say ‘us’ becaaause…?” Noctis trailed off, then grunted as Crepus dug her elbow into her brother’s ribs.

“Well, I was hoping for some companions, but I understand if you have your own agendas-,” Perry began.

“I’m just pulling your leg, Perry. We’d be happy to tag along. Neither of us have anywhere to go to now, so we might as well stick with the big, strong, hunk of a Knight, eh? ‘Sides, this way I can keep on screwing around with you...and maybe get to some screwing with you, if you’re up to it~” Noctis cut off Perry with a wave of his hand, then giggled in amusement at the sputtering noises that Perry was making.

Perry looked away after a bit, “Eeeyeah… Gonna just ignore that one as well…”

“You like to ignore my advances, don’tcha? Is it ‘cause I’m not pretty enough, my love?” Noctis asked, bringing his face close to Perry’s helmet and fluttering his eyelids suggestively...before he was yanked back by an annoyed Crepus.

“Noctis, you promised you were gonna cut that out two years ago, so stop harassing Perry like that!” Crepus scolded the stallion, who shrugged in response.

“I can’t help it if I like to tease the guy. His reactions are amusing,” Noctis defended himself as they started walking towards the city.

Perry decided in that moment that he was going to try his hand at teasing back, just to see how Noctis would react. He was hoping for something good. “You mean like how it’s amusing when your tail swishes everytime you say those things, like a dog with it’s master?”

Noctis damn-near tripped on himself in surprise, but managed to catch himself and give Perry a mock glare that was only made more amusing by the blush that was peeking through his fur, “W-well, you’re certainly observant...and this shows that you can dish out as much as you can take...I can tell that we are gonna be great friends, Perry.”

“Well, after hanging with two other guys who joke about all kinds of weird shit and make jabs at each other, you pick up some tricks,” Perry said, idly slowing down just to pat Noctis’ head. “Still, you seem like a good dog.” He then sped up again, now in front once more.

“...Oooh, I am going to have so much fun messing with you, you have no idea,” Noctis laughed as he ignored Crepus smacking the back of his head and scolding him once more. Perry chuckled, shaking his head as they walked into the city.

As odd as they were, Perry was glad to have these two with him. He wasn’t sure what he’d do if he were alone. And he didn’t want to know.

Author's Note

Yeah, Noctis is pretty fucked up. Funny, though. He's the main reason for the sex tag, what with his constant sexual jokes and innuendos.