That Changeling's a Bad OC!

Chapters

Prologue
Chapter 1
Chapter 2
Chapter 3
Chapter 4
Chapter 5
Chapter 6
Chapter 7
Chapter 8
Chapter 9
Chapter 10
Chapter 11
Chapter 12
Chapter 13
Chapter 14

Prologue

A shout of triumph rang throughout the excavation site, piercing through the cacophony of rain on mud, stone and tarp. Not long after that, more shouts and cheers joined in, followed by the steady thumps of somepony approaching at a canter.

Galleon tore his eyes away from the ancient tome before him and turned to the tent’s entrance at his back, just in time to see a panting earth pony push his way past the tarp curtains, dripping rainwater and mud all over the mat.

“Brother Galleon, we found it,” said Shard, kneeling low.

He shivered with anticipation and was tempted to simply rifle through the fellow’s saddlebags with magic, but he maintained his steady composure as he got up from his chair and offered him an approving smile. “Well then, let’s have a look at it.”

The stallion reached into his saddlebag and pulled out the object of interest. To most ponies, it would have the appearance of nothing more than a flat, circular chunk of rock about the size of a doughnut, with a smooth, black surface marred by scratches on one of its flat sides. To him, however, it represented the future; a new era rising from the ashes of a forgotten empire that predated even the princesses themselves. And he, Brother Galleon of the Forgotten Ones, would play a pivotal role in ushering in that new era.

First things first, though.

He accepted the rock from his associate and held it aloft in a purple aura of his magic. Within the span of a few seconds, he completed the intricacies of an ancient spell committed to memory and penetrated it with tendrils of power.

Despite his expectations and familiarity with the ritual, he couldn’t help but gasp quietly when something distant touched his mind, like a tiny snake slithering between the folds of his brain. Almost feverishly, he dashed over to his study and retrieved a lockbox from one of its drawers. Inside were two other rocks of similar shape and size as the one he held, and he arranged them all in a rough triangle on the table.

“Brother Galleon?” asked Shard.

“Patience. I need a moment.”

He steadied his breathing, closed his eyes and focused.

In his mind’s eye, those rocks shone as clear as moons in the blackest night. He could even feel the minds of all fifty of his associates in the campsite, flickering like fireflies in the air above a dark river. No magic, this, but an inkling of true telepathy.

Prolonged exposure to the rocks coupled with experimental arcane rituals had given him a rudimentary touch of that power – the kind that academics of the modern world dismissed as fables and hoaxes, relegated to the indignity of residing in juvenile novels and comic books. Though a far cry from peering into the minds of others or manipulating the physical world itself with mere thought, Galleon had no doubt that full control of his newfound abilities lay somewhere on the horizon.

Seconds after opening his thoughts, the alien touch intensified. The snake turned into a dragon and rampaged through his mind, threatening to shatter his skull. Normal ponies would have cowered and reduced themselves to a gibbering mess, but years of discipline, research and magical conditioning enabled him to withstand the agonising onslaught of information.

He saw visions of a grand city buried underground, so old that it predated the Age of Discord and even the unification of the three tribes. Deep within was an immortal pony of ancient, unknown heritage, wrongfully imprisoned for daring to share forbidden secrets with lesser ponykind. Awaiting loyal followers to free him so that he could spread his knowledge to the rest of Equestria. No more Princesses, no more Chaos Lords, no more Elements of Harmony. Only the one Master and his Forgotten Ones, empowered to guide and teach ponykind to reach their full potential as rulers of the world.

All this he had seen before. All this he would see again, made a reality.

He knew the location of the city. The rocks were the keys. He just needed to figure out how to activate their inert magic. He had worked tirelessly for years, but the solution still eluded him and his brightest researchers.

The careless thought slipped through his clutches, and the alien presence seized it before he could mask his doubt. Pressure built around his skull, until he was filled with overwhelming restlessness and the urge to act. Daggers with the weight of anvils behind them pressed into his brain; the Master’s patience would not last forever, and neither would his promise of victory.

I will not fail. I swear it.

Galleon retreated from the contact and opened his eyes. Fighting through the throbbing in his skull and the pain behind his eyes, he smiled grimly at Shard, who was still waiting in the tent, eyes wide with awe upon witnessing his trance. Ponies had mentioned that his purple eyes glowed whenever he communed with the Master, and some of the more sensitive ones could even feel his presence.

He nodded sagely and clapped Shard on the back. “We are one step closer to finding the Master. Tell everypony that we are done for tonight. It’s time to celebra—”

An ear-splitting boom hammered his ears, followed by a concussive blast of air that shook the whole tent, sending a few books tumbling from their shelves.

“What the hay was that?” he cried, shaking his head to clear the abominable ringing in his ears. “Did Short Fuse sneak into the dynamite stash again? I warned him that bombs are out of the question this close to the—”

A second explosion blew out every unprotected candle flame in the tent, and they shared a look before scrambling out of the tent and into the tropical storm. Rain and wind battered Galleon as he cantered to the ledge overlooking the dig site, where dozens and dozens of his followers ran to and fro between crumbling walls, ruined arches, tarp shelters and mounds of excavated gravel and mud, some of whom carried lamps and blazing torches. At the far end of the site, smoke rose from what looked like an ancient cistern or cellar, freshly exposed via generous application of explosives.

“I’ll check it out,” Shard said as he galloped down the flight of cracked stone steps to the scene below.

Galleon didn’t waste his breath. Shouting orders would’ve only added to the confusion, and besides, his foremen were already getting everypony reorganised in teams to investigate the source of the unscheduled detonations. Thankfully, neither of them had damaged their supply carts or armoury.

Lightning flashed in the sky, and a shadow fell on the ground just off to his side, bearing a striking resemblance to a pegasus in flight. His order only had a few of them, and to the best of his memory, none of them had business this close to his research station. Aside from Short Fuse, that is, but the shadow’s profile was distinctly feminine in contrast to Short’s heavy-set frame.

Upon whirling around, he spotted the intruder’s tail disappear into the dimness of his tent. He considered sounding the alarm, but curiosity got the better of him; it took a rare fool or a resourceful enemy to sneak into an unregistered camp with the express purpose of stealing something completely unknown to the public and even most academics.

Quietly, he slipped in after the intruder and cast a silencing spell to dampen any sound he made. An unnecessarily cautious decision, what with all the rain hammering on the tarp, but instinct demanded it.

His pulse quickened when he saw her pawing through the scrolls and tomes on his desk, like a rat searching for crumbs. It was too dark for him to make out the intruder’s colouration, but the instant he noticed the pith helmet and collared shirt she wore, his mind filled in the blanks with a brownish-gold coat, ashen-grey hair streaked with black, and magenta eyes.

A sigh escaped him. Considering how many affairs she meddled with on a monthly basis, he supposed that it was only a matter of time before his order’s activities attracted her attention.

“Those aren’t yours, little thief,” he said as she stuffed the ancient keys into her saddlebag.

To her credit, Daring Do didn’t shriek or jump out of her skin. In fact, if she had any feelings on the matter of being caught like a filly with her hoof in the cookie jar, she gave no indication of it as she turned to face him in one smooth motion with a cocky grin plastered to her face.

She waved at him. “Well, hello there, Pot. Call me Kettle!”

“Your glibness is unbecoming.” He extended an upturned hoof towards her. “Return the stones and leave quietly, and I might just forgive you for getting dirt on my notes and wasting precious dynamite.”

“Not going to happen, boss.” Daring shook her head and patted her saddlebag. “These are going right back to the universities and museums that you stole them from.”

Galleon decided that the charade had gone on for long enough. With just a moment of concentration and some minor pain, he sent a telepathic ping that his foremen had been trained to recognise as a signal to raise the alarm. Outwardly, aside from a slight twitch or frown, he had given Daring absolutely no sign of the deed. Now, he just needed to buy them some time.

“You have no idea what those are, do you?” He chuckled derisively. “Keeping them locked away behind glass would be a shameful waste of their potential.”

“Can’t say I do, but I’m pretty sure that they’re better off anywhere other than in the hooves of a crazy cult.” Daring took a couple of steps back until she had the side of the tent to her rear. “Now, I’d love to hear about your grand plans for a new world order, but I’ve got to go to—”

“Your funeral,” he said, firing a stun bolt right at Daring Do.

Quick as the blink of an eye, Daring Do flared her wings and propelled herself sideways to dodge his spell, sending loose paper flying in every direction. She raised an eyebrow when she glanced at the smouldering spot on the tarp, then flicked out a knife strapped to her foreleg in one swift motion.

Galleon tensed up and readied a barrier in case she charged or threw the knife at him, but Daring Do simply slashed the tent and barrelled out of the opening with a parting grin. He lunged after her, but she had already put several storeys of air between them in just a couple of seconds.

Vaguely aware of hooves thundering in the background, mostly of earth ponies and unicorns who had no chance of catching her now, he readied another spell and calmed his breathing as he took aim at the receding figure shrouded in cloud and shadow. Lightning flashed, briefly illuminating a distant Daring Do straining against the rain-laden gale, and he released. The purple bolt struck her in the back, and she plummeted halfway to the ground before she recovered her rhythm and shifted her angle northeast, pumping her wings somewhat erratically.

Damnation. He should’ve used more power.

By then, his backup had arrived.

“Brother Galleon, what happened?” asked one of them.

“Daring Do happened,” he growled as he spun around and trudged back into his tent. Fortunately, he still had a couple more of those artefacts hidden away in his sanctum, and so long as he had access to them, he could glean the general locations of the others.

Lightning flashed in the sky, casting his shadow long and dark.

With a grim smile, he magically amplified his voice and said, “Send word to our brothers in Baltimare, Fillydelphia and Manehattan. With luck, our winged brethren might be able to intercept her before she can further disrupt our work.”

Chapter 1

“Seriously? Is this how the book starts?”

Maxilla rolled her eyes as she flipped past the prologue of Daring Do and the Skull Crystal. Quibble Pants might’ve been on to something when he said that AK Yearling was losing her touch; starting with the Fang of Wrath, each new instalment in the series had an ever-increasing number of clichéd elements typically associated with terrible fanfiction.

Ominous rumble of thunder just as the villain makes thinly-veiled threats? Oh please.

As a professional author of Daring Do fanfiction, she knew better than to rely on such lazy tropes. She liked to think that she had more dignity than that.

However, even if some of the books turned out to be garbage, she had to admit that it was glorious garbage that she gobbled up and enjoyed on a regular basis, so she really had no room to complain. Not too much, at any rate. Ragging on a story’s flaws with her fellow fans was half the fun.

Not wanting to leave the warm nest of blankets on her couch in the living room, Max levitated a mug of hot chocolate over and took a sip before getting back to reading. Cold, evening light filtered in through the windows, dimmed further by the heavy clouds and rain pattering against the glass. Ponies would get a headache trying to read in such poor lighting, but as a changeling, she could see pretty clearly in anything short of complete darkness. As a bonus, the absence of light usually discouraged unwanted visitors.

The hours blurred together as she lost herself in another one of Daring’s adventures.

At some point, she noted that night had descended upon the world outside, and the spring shower had turned into a full-blown storm filled with angry thunder and lightning. She even heard some hailstones clacking against the roof and sneezing.

Wait, what?

Max perked her ears and lay still. Sure enough, she heard a distinct sneeze from somepony plodding around the backyard, and a dark silhouette rose into view through one of the windows, casting a long shadow across the floor of her living room. The hatted figure had a mare’s profile and put her muzzle right up to the glass, apparently in an attempt to see if anypony was home.

After a quick check to ensure that she hadn’t neglected any details on her female earth pony disguise, Max simply lay still and watched as the mare flitted from one window to the next. A pegasus, judging by the feathered wings. She paced indecisively for a minute or two outside, glancing this way and that whenever Max caught sight of her.

Unless the peeping mare had some visual-enhancement magic on hoof, there was no way she could’ve spotted Max whilst laying still on the couch in such poor light. And though a flash of lightning briefly illuminated the interior of her house, the mare must’ve had her eyes focused somewhere else to have missed her.

Finally, the mare disappeared from view.

Ten seconds later, scratchy, tapping noises came from the front door, followed by a decisive click when the intruder finished picking the lock.

Hmm. Should’ve bolted it.

Still, Max grinned as the door swung inward. Visitors were generally off limits for capture and cocooning, but missing burglars were far less likely to draw the attention of authorities, and therefore perfectly fair game. She was far less enthusiastic about the chilly rain and wind that blew in from outside, let alone the streaks of mud that the mare left everywhere when she forced the door shut and slid the bolt into place.

Max frowned as the burglar heaved a weary sigh and slumped with her back against the door, radiating green-sweet relief and yellow-sour apprehension, with a roiling undercurrent of thrill and excitement. The relief was a bit odd, considering she had yet to successfully make off with anything valuable, but the rest of her emotions were in line with what she expected of a burglar in action. The pith helmet and collared shirt, not so much.

The heck? Is she pretending to be Daring Do whilst stealing stuff?

And a pegasus, too. Her wings had several tattered and broken feathers poking out at odd angles, and Max caught a whiff of blood as the mare rose to all fours and trotted towards the kitchen, dripping water all the way. Quietly, she slid off the couch and stalked after her.

Once inside the kitchen, the intruder took off her saddlebags and placed them on the dining table. It apparently contained something weighty, judging by the muted thump it made through the thick fabric when it struck wood. Unburdened, the mare headed to the sink, turned on the water and used the dishcloths to clean up several cuts on her legs and sides, working with unusual efficiency in the near-darkness. Max figured she’d probably had a lot of experience doing stuff half-blind.

Next, she went to the larder and, with the temporary help of a lit match, located a jar of honey and applied some of it on her wounds. Apparently, she knew of honey’s usefulness as an antiseptic, too. Definitely an outdoors type.

But what the hay is she doing in my house?

Her actions didn’t make a whole lot of sense. A plain burglar wouldn’t show up injured and waste precious time treating wounds on-site, and some unlucky traveller in need would’ve just knocked and asked for help instead of breaking in. And neither would dress up like a fictional treasure hunter in the middle of the night.

Max blinked as the mare feverishly devoured a couple of raw carrots and began tearing into a hunk of bread, barely pausing for breath in between bites. A desperate, homeless mare might’ve made sense, except for the part where she’d expertly picked the lock. A beggar probably wouldn’t have the means for a decent cosplay, either.

Whatever. She’s not getting anything for free.

She stepped into the kitchen and reached out to turn the lights on, but her hoof paused just before hitting the switch.

A chilly sensation crawled at the back of her mind, like a milder form brain-freeze from careless slushie-drinking, except that it came with whispering voices just at the edge of her hearing, too indistinct to make out the words. She flicked her ear up and swivelled them, but that made no difference to the intensity of the voices; they seemed to come from everywhere and nowhere at once, like they were inside her skull.

Slowly, she felt her eyes drawn to the intruder’s saddlebag on the table. Whatever was inside, it called to her.

After making sure that the mare was still busily munching away on some grain bars, Max silently tiptoed closer to the dining table, dimly aware that she was being incredibly stupid on top of looking like a complete goof, what with her loose jaw and probably vacant expression. Not that she cared, though. All that mattered was reaching the saddlebags and whatever lay within; it felt like a couple’s first, sweet kiss to a starving changeling who’d lived an eternity alone on the moon.

Max unfastened the buckle and flipped the bag’s cover open and stared at the smooth, flat and circular rock of a size that could comfortably sit on her upturned hoof. The whispers in her skull rose to a crescendo, urging her on with meaningless words woven together into a chilling song.

Yeah, yeah, I’m on it…

The instant her hoof touched the stone, the whispers died out. True darkness spilled over her vision like black ink, and a dull roar filled her head as her stomach leaped into her throat. She was falling, blind and cold into a vast emptiness that somehow still managed to crush her with immense pressure with every passing second. And then… eyes. Thousands of them surrounding her, oddly distinguishable in the dark despite their pure black colour – all boring directly into her soul.

“Come,” said a deep, rippling voice.

Max had no idea how to do that in a directionless environment, but the speaker’s tone left no room for hesitation or disobedience, so she simply nodded.

“Now.”

The pressure lifted, and Max opened her eyes—only to have them stabbed by blinding light.

She hissed and shielded her face with a foreleg.

“Hey, are you all right?” somepony asked.

Blinking away the pain, Max slowly moved her foreleg aside and saw Daring Do leaning directly over her, with a blazing ball of light and a wall of wooden panels directly behind her. A second later, she realised that she was lying flat on her side right next to the kitchen table, looking up at the ceiling and its sole lightbulb.

What the hay was that?

Max scrambled up onto all fours and looked at the larder, which was now short of one intruder. She then slowly turned back to Daring Do, the only other pony in her house.

“No. Freaking. Way,” she said.

The mare’s golden-brown coat and streaky grey-black hair matched Daring Do’s colouration and style perfectly, minus their current state of matted wetness from the rain and a few reddish-pink streaks where she’d been cut to the skin. Her pith helmet and collared shirt looked like they had seen some real use in the wilds, considering their grimy and somewhat worn appearances. Wiry muscles rippled underneath her coat as she put up both forelegs in a placating gesture, and though she wore a disarming grin and trembled slightly from either exhaustion or cold, her magenta eyes remained sharp and lively.

For a moment, Max thought that a fellow changeling must’ve gotten wind of her interests and mistaken her for an actual pony, and subsequently disguised itself as Daring Do in an attempt to feed on her fangirl output or something. But she quickly ruled out the possibility of ‘Daring Do’ being a fellow changeling, as she could still taste her emotions, now tinged with sugary-blue concern. Technically edible and great for working up an appetite, but thoroughly impossible for a changeling to produce. Her kind’s emotions, although comparable with their pony counterparts in flavour, would only provide about as much nourishment as ash and dust.

“Hayseed. You’re the best Daring Do cosplayer I’ve ever seen,” Max murmured.

The mare tilted her head. “Uh, thanks?”

Max then spotted the black stone on the floor, a little ways off where it had rolled underneath the table, and the memory of falling into the abyss inside her head came rushing back. A pit formed in her stomach when she realised that the experience might’ve stripped away her disguise, but a quick glance downward and the sight of her teal coat allowed her heart rate to drop a couple of notches.

Phew. Back to business.

Gritting her teeth, she advanced on the Daring Do cosplayer-thief and growled, “Who are you, what are you doing in my house? And – ” she jabbed a hoof in the direction of the black stone “ – what did your magic rock just do to me?”

‘Daring Do’ flicked her eyes to the rock, then back to Max. A grin crept onto her face. “Heh. This might be a little hard to believe…”

“Try me,” Max interjected. “You’ve got ten seconds.”

She nodded. “Okay, since you asked for it, I’ll be straight with you. I’m Daring Do, and I’ve been tracking the activities of a group of cultists who’ve been stealing a whole bunch of artefacts from various museums and universities around Equestria the past several years. Couple of weeks ago, I managed to recover a few of them, but it turns out that they’re a pretty persistent bunch when you’ve got something they want.”

Max blinked. “Eh?”

Daring tilted her head towards the black stone beneath the table. “See that? It’s the last one that they haven’t managed to steal back from me, but they’re trying real hard. Spent the last five days flying and running from Manehattan to Canterlot and back again to Baltimare and stopping at every hidey hole I had in between, and they still managed to rough me up a bit when they last caught up.” She rubbed a bruise on her shoulder and winced. “They have decent trackers, I’ve got to admit.”

Max felt a massive headache coming on, but the mare wasn’t done yet. She crawled under the table and came back up with the black stone resting atop her upturned hoof. Max was just about to swat it away when she noticed the faint swirls of green light playing across its surface, forming a sharp and angular glyph that reminded her of a crisscrossed array of bony claws. The glyph itself was static, but the green light pulsed along the pattern like blood in a vein.

“The best minds at Camel Bridge and Ox Fjord University have always suspected that these were more than just paperweights, but were never able to prove it,” Daring continued. “They never responded to alchemy or magic of any kind. But this crackpot cultist – who may not be such a crackpot after all – claims that they’re keys of some sort. And it looks like you have activated it, somehow, which means that they’ll probably come after you once they find out. We need to get moving quickly before his goons get here.”

Max stared at her.

For a moment, she wondered if maybe this whole thing was just some elaborate prank set up by one of her rival fans. Or maybe a free trial of one of those Daring Do Adventucation programmes they were trying to promote. It would at least explain the degree of authenticity in this Daring Do’s getup.

Yeah, right.

Glancing out a window, she fully expected to find a crew of cameramares of hiding underneath a camouflaged tent, just waiting to capture the look on her face. But she only saw the dark hills and forest in the rain, brought into start contrast by a distant flash of lightning. Still, it didn’t disprove anything…

She snorted. “Uh huh, sure. And you think I’m going to fall for this?”

The mare shrugged. “I get that a lot. But trust me when I say that we’re in trouble, and the sooner we get moving, the better. I don’t normally like dragging others into my work, but you’ve got something I don’t, and I can keep you safe until I figure out what that is.”

“No, wait, hang on.” Max shook her head to clear it, strode forward and poked the mare in the chest. “We’re not striking the right tone here. You broke into my house, tracked mud all over the floor, ate my food, and dropped some rock enchanted with some weird trippy spell that made me black out, and then act like letting me tag along with you is some huge favour? I—”

“Shh!” the mare hissed. She darted over to the window, ears perked and swivelling this way and that, wings a-twitching and half-unfolded in readiness.

After a silent stretch, she sighed and turned back to Max, saying, “Look, this really isn’t the time and place, but if you’re worried about damages, I’ll mail you a cheque in a week or two. But for now, we need to get you to safety, and that means getting out of here. I know I’m asking a lot, but you do not want to tangle with these guys, especially if they think you have something they want. Which you do, by the way. You saw something when you touched the stone, didn’t you? I know a trance when I see one.”

Max stared at the glowing rune. She could almost feel a presence in it. Emotionless and faint, but a presence nonetheless. And what she’d seen had felt pretty real…

Turning her gaze back to the mare, she tuned out the patter of rain on the roof and rumble of thunder. She then cleared her throat and said, “You’re Daring Do.”

“Yup.” ‘Daring Do’ exuded concern and urgency, but Max could taste absolutely no inkling of dishonesty or nervousness in her answer.

“So you’re basically saying that all those books aren’t fiction, they’re autobiographies…” she drawled with an arched eyebrow.

“Got it in one!” Grinning, Daring Do made a swirling gesture in the air with a hoof and added, “A little bit of embellishment here and there, plus some editing for dramatic effect. Also, a tiny bit of censorship at times. Gotta keep in line with the teen rating, you know?”

Still no deceit. The mare was either a supremely talented liar with a creepy degree of emotional control, or she’d lost her marbles and actually believed that she was really Daring Do. Max wondered if any psych wards had lost a patient recently.

“C’mon, we don’t have all night,” Daring said as she slipped the stone back into her saddlebag and slung it over her back. “If we hurry, we can give them the slip in the woods before the storm lets up.”

“And then what? Drag our flanks to the nearest doctor once you catch a cold in the woods?” Max snorted and gestured at the bloody rags she’d left in the sink. “You’re hurt, you’ve got bags under your eyes, and from the way you were stuffing your face earlier, I can tell that you probably haven’t eaten anything worth mentioning for a couple of days. Also…” She frowned at Daring’s tattered wings and said, “You can’t fly, can you? You’re not holding them up right.”

Daring flexed a wing and winced. “Heh, not tonight, at any rate. Good eyes, kid.”

Max’s frown deepened. “My name is Sunny Spring. And I’m not a kid.”

“You’re right. You sound more like my mother right now.”

A moment of silence elapsed, during which Max’s eye twitched. Then, Daring chuckled and gave her an apologetic grin. “Sorry, Miss Spring, force of habit. You’re right; I’m a little beaten up, but we can’t exactly check into a hotel right now, can we? The sooner we find a safe spot in the woods, the sooner I can rest and figure out our next move.”

Max stared at her for a moment, searching her eyes for any physical sign of deceit. No such luck; she really had a pretty good poker face. With a sigh, Max trotted over to the stove and fetched her kettle. It was still hot to the touch, with water sloshing around inside. “Fine, I believe you. Just a little drink, and then we’re off, okay?”

Daring glanced out the window hesitantly, then nodded. “Okay, but make it quick. And while you’re at it…” She turned to the larder and shot a hopeful look at Max. “Do you mind if I pack a few—”

Max rolled her eyes and waved her off. “Yeah, yeah, help yourself.”

Whilst Daring set about stuffing some provisions into her saddlebag for their escape, Max busied herself making tea, starting with a sprinkle of leaves and petals into a pot filled with a generous amount of hot water. Then, after stealing a glance to see that Daring was preoccupied, she shifted her left leg back into its natural form and secreted a small glob of pod ichor from her foreleg cavity and dropped it into the pot. It dissolved quickly enough in the tea, and she shifted her leg back to the pony variety before biting the tray and carrying them over to Daring Do. She then poured a cup for each of them and took the first sip.

Daring downed the whole cup like a shot of hard cider and smacked her lips thoughtfully. “Hmm. A little on the sweet side, but not bad. Jasmine?”

“Daisy,” Max corrected. “Homemade.”

“Lovely.” She then shifted her saddlebags and started towards the living room. “Let’s get moving. We’re making this easy enough for them as it is.”

“Give me a moment to lock everything up.”

A frown creased Daring’s brow, and for a moment, Max thought she might just say no. But after a couple of seconds, the mare gave her a curt nod.

Max made a show of running to and fro, rattling locks of every window out of Daring’s sight. A minute passed. Then two. All the while, Daring paced in the living room, alternating between fidgeting at the front door and peeping out the nearest window. Each time Max passed her, though, her movement looked progressively sluggish, and she kept blinking her eyes and shaking her head whilst staring at the floor, as if contemplating its appeal as a makeshift bed.

“Sunny, did… did you put something in the tea?” Daring slurred.

Max fought back a smile and called out, “Just sugar and lots of love. Why?”

She heard a thump, followed by a gentle snore. This time, she allowed herself a grin.

Too easy.

* * * * *

Max missed the thrill of dragging a victim into storage for feeding at her leisure. She paused for a moment to savour the memory of the Canterlot invasion, of ponies squealing and yelping as the swarm descended upon them and wrapped them into cocoons. But the memory soured quickly enough once she got to the part where the ponies blasted them out of town with a gigantic bubble of love energy, and she felt a frown coming on when she remembered being kicked out of the hive not long after that for completely stupid reasons.

Bleh. Who cares about those grubs.

She dragged Daring Do through a trapdoor hidden beneath a rug in the kitchen and dumped her on an old mattress to snore away in the dark. The ingested ichor would keep her sedated for a couple of hours, but considering her exhausted state, her body would probably just take the opportunity to sleep all the way till morning, so Max wouldn’t have to worry about her.

Cleaning up the mess she’d made in the living room and kitchen proved less enjoyable, but Max hadn’t bought her house just to let it turn into a pigsty. She cheered herself up with the prospect of feeding later, whilst the mare dreamed sweet dreams brought on by the ichor. It had been a long time since she last supped on the luscious and savoury stream of fulfilled subconscious desires.

Not that she needed it, though. She already had a substantial reserve of energy leeched from adoring fans in every major convention she’d attended, some of it was even meant for her, being a fairly reputable fanfiction writer amongst them.

Whilst she worked, she kept the lights dim and her eyes open for company. If the whole Daring Do thing was a prank or scam, she fully expected her accomplices to come knocking or sneaking in to see what’d happened to her. If she’d been stupid enough to dash off with Daring Do, they’d probably ransack her house whilst she was gone. And on the off chance that some cultists really were chasing her for some magical treasure, she supposed she could—

Max stopped that train of thought with a vigorous shake of her head.

Nah. Ponies can’t be that dumb. Daring Do can’t be real.

Can she?

She paused in mid-swipe of mopping away mud from the floor and threw a sideways glance in the direction of the hidden trapdoor, waiting for Daring Do to come bursting out of the basement to kick her flank into next week…

Nothing of the sort happened.

The clock chimed eleven just after Max had finished cleaning up. By then, the storm had mostly blown itself out, leaving only a steady drizzle to shower the hills and forest outside. Trees barely rustled in the breeze, though she found it still had a cold bite when she stepped out to make a quick sweep of her garden and backyard for intruders. She saw none, and tasted only the simple feelings of a few woodland critters here and there.

After checking all the locks, she retired to the secret basement for the night. Using an improvised system of wires to pull the rug over the trapdoor from underneath, she was able to hide the entrance to her secret lair. Down there, the walls were covered with her favourite posters of Star Trot, Daring Do and a couple of hot Shining Armour portraits that Chrysalis would probably have flayed her for owning. She kept her collection of comics, novels and toys on dozens of shelves surrounding her bed and writing desk, all of which were lit by colonies of bioluminescent mushrooms growing on smears of secreted resin. To complete the picture, Daring Do lay curled up where she’d left her on the spare mattress, cuddling her saddlebag like a teddy bear.

The attention to detail in her appearance was exquisite.

Max rubbed a hoof through the mare’s coarse coat and mane. Not dyed, as far as she could tell, and she found no trace of magic that might’ve had the same effect. The mare even had the same eye colour, as she discovered when she carefully peeled up one of her eyelids. No contact lenses.

She whistled softly, shaking her head.

The mare had either found some revolutionary technique for recolouring herself to match Daring Do, or she must’ve won some cosmic, eldritch lottery to have been born with the exact traits of everypony’s favourite fictional treasure hunter.

Or maybe, Daring Do is really real, a little voice at the back of her mind whispered.

“Right. And I’m Princess Cadance,” she muttered.

A dull thump interrupted her train of thought. Max flicked her eyes upwards, tensing when it turned into a series of heavy thuds. It sounded like multiple sets of hooves trundling about upstairs, and judging by the ruckus that followed, they were not being stealthy about it at all.

She padded up the stairs and stopped right at the trapdoor. Muffled voices reached her perked ears – gruff adult mares and stallions, three or maybe four of them in total, radiating a mixture of urgency and determination with a small measure of simmering annoyance.

Max’s temperature rose when cracks and crashes punctuated their low voices. They were breaking her stuff up there! But she kept her temper in check and waited; though she had enough energy for a prolonged tussle with maybe a couple of royal guards, three or four thugs might prove too dangerous, especially if they had skilled unicorns. Anypony bold enough to ransack a house without first checking for the owner’s presence would probably have no qualms about breaking a few bones, or worse.

“Any luck?” asked one of the voices, more clearly this time. It sounded like he’d entered the kitchen.

“She’s definitely here,” said a female. “No tracks leaving the premises, and it looks like somepony has been cleaning up the place.”

“Check the basement.”

Max’s heart raced, and she quietly inched away from the trapdoor, coiled and ready to leap away if they yanked it open or bashed it in.

“Just trash in the basement!” somepony yelled.

Phew.

It looked like using the house’s original basement as a decoy whilst she personally dug out and furnished the hidden one had finally paid off.

“Blast that mare!” A wave of spicy-red anger pulsed through the trapdoor as the voice’s owner stomped a hoof. “Fine. Get moving. Maybe we didn’t cripple Miss Do’s wings properly after all. We’ll do it right next time.”

One of the ponies above suddenly gave off a whiff of foal-like glee. “So, since we’re done here…”

“No. Put those away right now!”

Max heard a crackling hiss, followed by some muffled clattering.

“Oops.”

“Oh, for land’s sake, Short Fuse!”

A wave of sour-white panic slammed into Max as the intruders uttered a colourful mixture curses and expletives, most of which involved naughty pony bits. Hooves thundered on the floorboards, growing fainter by the split-second, until silence reigned.

Scowling, Max pushed up the trapdoor to take a peep.

A red, cylindrical rod about an inch thick lay on the floor directly in front of her. A similar pair of sticks had rolled to the far corner of the kitchen as well. Then, Max realised that the rods all had hissing, sparkling fuses attached to their ends, and the nearest one just about a tail-length away from her muzzle had a fraction of an inch left to burn.

Oh, grub.

Max spun round and dove to the bottom of the stairs, shifting into her natural form in mid-air. She drew on every ounce of stored energy she had to fortify and harden her chitin, and a green aura enveloped her entire body a split second before incandescent light brighter than the sun seared her eyes. Something like a sledgehammer smashed into her hindquarters and sent her flying towards the bottom of the stairs. She slammed face-first into the floorboards, which caved in beneath her and exploded upwards to form a splintery crater.

Dust and bits of wood and crockery cascaded down from above, bouncing off her head. Her ears rang incessantly, as if a bat pony had taken up residence in them and was constantly going ‘Eeeeee!’ in an attempt to scramble what little sense she had left in her brain.

Max’s coughing created a little mushroom cloud of grey dust as she dragged one foreleg over the lip of the crater and dragged herself up. It didn’t work. Her trembling leg collapsed and refused further instruction. Her vision swam. Her wings buzzed erratically, unable to generate enough lift to carry her weight, which felt heftier than a whole cartload of bricks.

She blinked once. Twice. Felt dirt and wood grinding against her right cheek. She couldn’t even lift her head anymore.

Somewhere out of sight, Daring Do let loose a tremendous snore.

Max bared her fangs. Oh, I am going to absolutely murder her flank.

Her eyelids slid shut, and she felt no more.

Chapter 2

Max tasted grainy dirt on her tongue and smelled charcoal. A groan escaped her as she ratcheted up her eyelids and squinted ahead. Pale, yellow sunlight filtered into the basement from the trapdoor, just brightly enough to make her horn cast a blurry shadow on the splintered floorboards in front of her.

Her limbs felt stiff, tight and practically creaked when she tried to move, as if somepony had stuck her in a full body cast and left her splayed out on the floor. Or like a fly stuck in a web. Panic welled up in her chest when she imagined herself being dragged to a dungeon by half a dozen royal guards. But the moment passed when she heard a sharp crack and a snap, followed by a sudden chill and release of pressure at the back of her neck.

Oh.

The explosion must’ve done so much damage to her chitin that the shock had triggered premature moulting.

She grimaced and stretched, forcing herself to get up onto all fours. Her aching muscles protested, but she kept straining against her personal prison, grunting as the old chitin split lengthwise down her spine, between her wings to her hindquarters. Finally, the split grew large enough to extricate herself, and she did so with a squelch, leaving a cracked and crumpled mess of translucent skin and black chitin in the mini crater. The air felt chilly against her damp hide as she stretched and inhaled deeply to flex and expand the new protective layer.

Once she’d gotten comfortable in her new skin, Max sighed contentedly and sat on her haunches to catch her breath and groom her new wings. They would take a while to dry out of their floppy state, but she had no intention of flying right then, anyway. Something looked a little off about them, though. They almost looked like they had a glittery, iridescent sheen on the translucent membrane, or maybe that was just a trick of the light.

Whatever. Worry about that later.

She had more important concerns, like trudging upstairs to inspect the damage. Motes of dust swirled around her hooves with each step, and she yelped when the topmost plank snapped and gave way entirely. Stumbling forward, she caught her balance just before smashing her muzzle into the floorboards and gasped when the devastation greeted her eyes.

It looked like a tornado had punched a hole through part of the wall and taken a casual spin through her kitchen, scattering splinters, glass and bits of porcelain everywhere. Three splotches of warped, splintered floorboards and black soot marked the spots where the dynamite sticks had gone off. Her windows were blown out. Anything that wasn’t made of metal or sturdy wood had pretty much shattered in the triple blast, and something must’ve caught fire too because her wall and part of the roof were scorched. At least the rain had soaked everything beforehoof, or she might’ve woken up to nothing but a mound of ash above her head.

Not that she liked this much better. She’d paid good bits to have her house furnished!

A low growl escaped her throat as Max gritted her teeth and bared her fangs.

Seriously, what the hay was that all about?

At this point, she was sure that they weren’t part of any Daring Do Adventucation programme. If they were, then it was the craziest one she’d ever seen on top of being the most irresponsible. They’d used real dynamite! And blown up her house!

Somepony was going to pay. Of all those involved within the last twenty-four hours, one name stood out amongst them all: Short Fuse. She had no face to put to the name, but she remembered his unhinged emotional signature, peppered with foal-like glee and a love for explosives. She hoped he had a very punchable muzzle, because she was going to give it a very intimate introduction to her hoof if it was the last thing she did. Preferably at a very high velocity, from the top of—

Something rumbled in the basement and snapped Max out of her little revenge fantasy. She dropped to a low stance, tense and ready for action, until she remembered who she had sleeping down there.

Horse apples.

She wasn’t wearing her disguise, Daring Do could wake up at any moment, and she’d left her old exoskeleton lying on the floor like some gross Nightmare Night prop. It was still a little too soon after moulting for her to shapeshift, but at least she could do something about that last one.

Ignoring the urge to buzz her wings, Max strode downstairs with as much quiet speed as she dared and dragged her old chitin across the floor towards the farthest corner of the basement. The crunchy mess fit easily enough in an empty packing crate, and she draped a spare curtain over the whole thing for good measure. She could always come back to eat it later, when she didn’t have unwanted guests.

Daring Do didn’t so much as stir during the whole process, and Max felt a little stupid for getting all panicky about it when she saw her curled up tightly on the old mattress with a goofy smile plastered on her face. Max ground her teeth.

That is so not fair.

She’d just had her house invaded, ransacked and blown up, and Daring was napping away like a foal as if none of it had happened. Granted, it was technically her fault for sedating her in the first place, but the explosion was way out of proportion to her crime!

And what was her relation to those idiots? If they weren’t all part of some elaborate scheme…

No.

Max refused to concede the possibility. Daring Do wasn’t real. Somepony would’ve noticed by now if that was the case. Ponies who weren’t conspiracy theory crackpots.

But then again, she felt her eyes drawn to Daring’s saddlebag, and she felt the faint echoes of… something. Something powerful beyond comprehension had touched her mind last night; it reminded her of Mother in the sheer amount of authority it demanded, but colder and deader. Max shivered at the memory of its grip, of how helpless she’d felt in the pit inside her own mind.

Just then, Daring Do let loose another tremendous snore, and Max’s belly answered with a rumble of its own. With it came the realisation that her horn’s chitin felt like jelly whilst its insides ached like a bad tooth, and her guts, though partially filled with physical food, felt like somepony had twisted and tied them up in knots and left them out to dry in the hot sun. Using magic to protect herself from the explosion had drained most of her reserves, leaving her an empty husk of a changeling in severe need of refilling.

Her mouth watered as she loomed over Daring Do. Joy and excitement leaked out of her dreams, calling to her with vibrant colours and flavour.

Whatever Max had gotten herself tangled in, she decided that it was kind of Daring’s fault for bringing it to her. Therefore, it was only fair to exact a little fee for all her trouble. After all, if she wanted a sidekick, a strong one would do more good than a starving one.

Feed. Now!

Max leaned close enough to whisper in Daring’s ear and drew in a soft breath. A wisp of green energy wafted up from the mare, and she sucked it in slowly and steadily – taking in too much at once might sour the dream prematurely and even wake her. Daring Do twitched in her sleep, but otherwise showed no sign of discomfort whilst Max fed.

A minute passed. Then another. The process felt agonisingly slow, but Max kept a tight leash on her hunger and fed at a steady pace as strength returned to her limbs. Her horn soon tingled with renewed energy, and her wings buzzed as warmth trickled back into her and dulled the edge of her hunger.

All too soon, Daring Do groaned and stirred. Max just managed to transform into Sunny Spring before she started blinking the sleep out of her eyes. Then, whilst Daring Do was busy yawning and stretching like a cat, Max backed out of her personal space and retreated to a respectful distance to avoid any accusations of watching her sleep. That would get awkward pretty quickly.

“Oh wow, I think I’d forgotten what a good night’s rest feels like,” Daring Do muttered as she took a glance at her surroundings. Then, she blinked a couple of times and swept her gaze this way and that in bewilderment, until her eyes settled on Max. “Wait a second… how—what happened last night? How long was I out for?”

Daring sprang up, saddlebag and hat forgotten, then dashed over to the stairs. Yellow sunlight poured into the kitchen, and one stray golden beam shone on the few topmost planks of the stairs. Dust glittered in the light.

“Is that—that’s your kitchen, isn’t it? Why are we still in your house?” She whirled to face Max, licked her teeth, then levelled an accusing hoof at her. “You drugged me, didn’t you? What was in that tea?”

Max stood her ground and snorted. “Hey, you were acting like a deluded cosplayer all night, and I got scared that maybe you were pulling a fast one on me. Was going to see if you were still going to blab on about being Daring Do with the cops sitting next to you or something. But then…” She gestured viciously at the wreckage upstairs. “That happened.”

Daring’s hoof hung in the air for a couple of seconds before she lowered it. “Well, okay then. I’m guessing that things didn’t get that far before they went south on you.” She sniffed the air a couple of times, and her mouth settled into a grim line. “Dynamite. Galleon’s thugs visited last night, didn’t they? Did they hurt you?”

“No. They left after searching the house.” Max pawed at a blackened splinter on the floor. “And one of them decided to leave me a few presents.”

Daring studied her, as if trying to pierce her with those magenta eyes. A moment later, she dropped her frown and sighed. “Well, I’m sorry about what they did to your place. I’ll find a way to make it up to you. We were lucky they didn’t find your basement, or we’d probably be tied down to a pair of stretchers, being delivered to their secret cathedral for a bloodletting ceremony or something.”

“So what happens next?”

“That depends.” Daring quirked an eyebrow at her. “Do you believe me now, Miss Spring?”

“This is freaking bizarre,” said Max as she levelled a penetrating gaze at her favourite heroine. Then, she glanced at the floor and kicked the charred splinter away. “But hay if I’ve got a better explanation for random ponies blowing up my house in the middle of the night, so I guess I’ve got no other choice… Daring Do.”

“Hey, that’s the spirit!” Daring grinned and clapped her on the shoulder with a wing. “By the way, I think I’ve gotta get some of that stuff you put into my tea last night. I slept like a dragon, and I feel amazing compared to yesterday. Dreamweed extract, maybe? That stuff’s insanely expensive.”

“Umm…” Max scratched the back of her head. “Not exactly. It’s a, umm… secret family recipe.”

“Right, right. Whatever it was, it’s pretty good.” With a wary squint, Daring leaned in close and said in a conspiratorial undertone, “It’s not illegal, is it?”

Asking the important questions, aren’t we?

“Okay, something’s not right,” Max said with a frown of her own. “The books never mentioned you being into anything like this. Are you sure you’re the real Daring Do?”

“Like I said, publishers love that teen rating. Once you’ve been around Equestria as much as I have, you wouldn’t be surprised by the variety of substances I’ve accidentally or deliberately put into my system.” Daring waved a hoof dismissively and cracked a grin. “I remember this one tribe of hippogriffs in Horsetralia that wouldn’t let me so much as flap a feather above their sacred ruins unless I took part in their ceremonial feasting, which had, well… I can’t remember what exactly they gave me, but it knocked me on my flanks harder than a boulder trap and got me higher than a pegasus with gas. They didn’t let Doctor Caballeron get in without it, either, and when he caught up with me, it made things… interesting.”

That sounded awfully familiar. It took her a moment to recall the exact scene, but once Max got the image in her head, her jaw dropped. “Wait a second. That was the reason why the two of you kissed right in the middle of the fight for N’yungoro’s mask? I thought that was just AK Yearling pandering to the shippers!”

Daring reddened a bit. “Hey, I would neve—I mean… AK Yearling’s a professional. She doesn’t pander; she’s writing it like it is on my behalf!” She coughed into her hoof, then added, “And in my defence, it’s not my fault the stuff I was on shaved twenty years off Caballeron and made him look like a brown, hornless Prince Shining Armour. Wouldn’t you have done the same?”

Max decided not to answer that question. She simply stared at her idol and slowly shook her head. “Wow. My world is a lie. Daring Do’s a junkie, and she’s made out with old stallions. This is just too weird.”

“Well, welcome to Adventure 101: it never happens exactly like in the books. Also, I resent that remark; at my age, I’m allowed to make bad decisions.” Daring Do spun around and stomped on the rim of her pith helmet so that it flipped upwards and spun a few rounds in the air before landing neatly atop her head. She then grabbed her saddlebags and rummaged through its contents, saying, “Let’s get packing. We’ve got a long walk ahead of us. Make sure to grab something to munch along the way.”

Way ahead of you.

She’d siphoned enough emotional energy to take the edge off her hunger, but nowhere near enough to make up for the reserves she’d drained protecting herself from the explosion. Certainly better than nothing, but she still felt inclined to scowl at Daring’s chipper attitude; she seemed to have somehow benefitted more from the exchange than Max had. Maybe the next time she took a nap, she could—

All thoughts of further feeding vanished when she saw Daring Do standing by her bookshelves, brushing the tips of her feathers over several plushies of herself neatly placed in a row. Each one had a different outfit, ranging from her standard shirt and pith helmet to the ancient plate barding that she’d worn when fighting the Dreaded Balehorn of Canterkeep.

Max suddenly felt glad that changelings didn’t naturally sweat the same way ponies did.

Upon noticing her attention, Daring shot a smirk at her and said, “Oh, this explains a lot. Big fan, huh?”

She nodded mutely.

“And what’s this?” Daring’s smirk grew wider still as she lifted up a notebook with Max’s scribbling on the cover. “Fan fiction? You really do know how to flatter a girl.”

Max schooled her expression to a neutral one. “Really? You’re not bothered or anything?”

Daring set the notebook down with a chuckle and clapped her on the back. “Hey, relax. I’m an adventurer, not a lawyer. And speaking of adventuring… you ready for one? I know I’m like a broken record at this point, but maybe third time’s the charm, huh?”

Max bit her lip.

This is really happening, isn’t it?

She felt giddy and light as a feather.

Wait, no. Stay calm. It’s not irrefutable yet. Oh grub… I don’t know how the heck I’m supposed to feel about this.

Glancing skyward, she drew in a deep breath and released it slowly, then turned to Daring and said, “Well, I don’t have a better plan. Let’s just see how this plays out.”

“Best attitude, right there. You’ll be a proper sidekick in a day or two, tops!”

* * * * *

Most changelings eventually learned to deal with abandoning everything they’d built for themselves and moving on to start afresh. Leaving her house exposed to the elements and any passers-by whilst she went traipsing about the countryside with Daring Do wasn’t quite as drastic, but it still carried the risk of coming back to find it in shambles since she had no one to housesit for her. Max spent the better part of fifteen minutes frantically packing her collection of books and toys into various containers, nooks and crannies whilst Daring scrounged for supplies in the kitchen. With luck, they would still be around when she came back.

The sun had hidden itself behind an overcast sky by the time they stepped out the front door. A quick scan of the surrounding fields and forest revealed no intruders, but they had no safe way of checking if the heavy clouds were hiding pegasus sentries. Leaving under cover of darkness was better for avoiding detection that way, but staying also increased the risk of a second search party coming to finish what they’d started. They decided to simply make a run for it and hope that nopony was watching the house.

The ground still squelched and every blade of grass glistened with last night’s rain. Max’s own pair of saddlebags bounced against her sides as she galloped alongside Daring Do towards the forest, feeling a bit like a squirrel under a hawk’s hungry gaze. It was really too bad that Daring had seen her wearing Sunny Spring’s earth pony appearance; she would’ve preferred something much less conspicuous than the bright teal coat and golden hair. Having wings or a horn would’ve been nice, too.

Alternatively, if she was going to be Daring’s sidekick for the day, she was sorely tempted to go all-out as one of her own original characters.

Less fantasising, more running, she scolded herself.

They reached the treeline without incident, and Max hadn’t detected anypony else’s emotions in the immediate vicinity. But to play it safe, they kept cantering at a steady pace northwards.

“Need to get some distance between us and our last known location,” Daring explained. “Also, I need some time to think on our next move.”

Max saved her breath for running and her brainpower for digesting everything that had happened to her in the past twenty-four hours. Progress was slow on the latter.

After what felt like an hour of cantering through the leafy undergrowth, they stopped at a narrow stream to rest and fill their bellies. Birds and squirrels chirped high up in the branches overhead whilst Max sat on a mossy boulder, munching on a daffodil sandwich. Daring had spread a crumpled map of Equestria on the ground between them, using the black stone as a paperweight, and she wore a thoughtful frown as she chewed on a carrot.

The rune on the stone still glowed with soft, green light, but more faintly than she remembered.

“Is that supposed to be ancient Griffish?” asked Max.

“Hard to say. It’s vaguely similar to claw-script, but look at this.” Daring rotated the rock on its flat surface until it had spun in a complete circle. “Nearly all griffon cultures wrote with the sharp tips of their alphabet pointing downwards, but we won’t be able to determine this one’s alignment without a proper line of text or having it printed on something that isn’t as ambiguous about its orientation as a circular stone. I could be looking at this thing upside-down for all we know.”

“So if it’s not griffish, then what is it?”

“More importantly, what’s it for, and where is Galleon planning to use the rest of them?” Daring idly slid it over the map like a hockey puck and rubbed her chin pensively. “Come to think of it, I'm sure I’ve seen this symbol before. I just can’t put my hoof on it right now. How about you?”

Max made thoughtful clucking noise and shook her head. “Never seen it before in my life.”

“And yet it responded to you when just about every wizard and academician has tried and failed. I’m not sure if even Galleon has managed to make that much progress.”

“You’ve mentioned him before. I suppose he’s the bigshot leading these crazies?” Max almost immediately pictured a red and black pseudo-alicorn covered in tribal tattoos or garbed in impractically spiky armour. “Sounds like somepony the Elements of Harmony would’ve already dealt with a long time ago.”

“Hey, it’s not like the Elements can be everywhere at once,” Daring said with a shrug. “And – I can see it on your face – no, he’s not quite as flashy as Ahuizotl. He’s more like Doctor Caballeron. If he was a green and purple unicorn about half his age. Smart stallion that dropped out of college because they didn’t share his views on history or society. If I’ve got a read on the guy, he fancies himself a revolutionary – somepony who’s been chosen by a higher power to make the world a better place for all, whether we like it or not.”

A memory of Thorax flashed in Max’s mind, but she quickly dismissed it. Galleon probably had more spine than that grub, anyway.

“Up until last night, I was sure that Galleon’s just using his cult as an excuse to pilfer ancient artefacts for the black market,” Daring continued, tapping the rock in emphasis. “But since you’ve shown that these things are actually magical, I’m thinking that maybe he’s actually got the chops to back up his ideas.”

“It’s not magical,” Max said.

Daring raised an eyebrow. “How’d you know?”

“Because I can’t sens—”

Max stopped just short of pointing out that she couldn’t actually feel any magic in the little thing, despite it glowing like a stereotypical magical doodad. After spending years around unicorns and that one time getting blasted out of Canterlot with a love shockwave, she was pretty sure she knew what magic felt like. She’d just forgotten that earth ponies typically didn’t have much experience in that area.

Stupid, stupid, stupid!

“You were saying, Sunny?”

She gave Daring a sheepish grin. “I mean, I can’t say for sure, being a plain earth pony and all, but I just got a feeling, you know?”

Her grin felt a tad strained at the edges when Daring simply looked at her. After a while, though, Daring shrugged and said, “Well, you wouldn’t be the first. I got professors everywhere telling me that it has no magic whatsoever. Looks like they’re all mistaken, unless we’re dealing with an ancient civilisation that knew how to make batteries and lightbulbs ages before we figured out electricity.”

The rock in question produced a solid clack when Daring struck it against a nearby boulder. “And I’m very sure that this thing isn’t battery-powered. You happen to have any powerful warlocks or necromancers in your family tree, by any chance? Some schools of magic are unrecognisable to outsiders.”

Max blinked. “Wow, straight to the killer questions, huh?”

Daring shifted her gaze to the rock, then back to Max. “Well, you know what they say about anything lime-green. It’s not intended to be an insult, by the way; practitioners of the dark arts tend to obsess about bloodlines and inheritance even more than the nobles – the ones who aren’t already descended from nobility, anyway – and it’s possible for their great-great-grandkids to have access to powers that they’re totally unaware of.”

“No, I’m pretty sure I’m not related to any warlocks or necromancers,” Max said with a firm shake of her head.

Love-sucking monsters, on the other hoof…

The rune stone did share some characteristics with the ancient obsidian scarabs they kept for long-distance communication with the hive, but those always emitted a magical signature recognisable to anyone with a horn. Still, she couldn’t ignore the similarities in colouration and… function. She’d communicated with something the last time she touched it – definitely a one-way connection, if nothing else. Was that the ‘higher power’ that Daring said Galleon was on about?

If that unicorn was actually some long-lost sibling of hers, it might explain why the rune stone responded to both of them…

Max dropped out of her thoughts and saw Daring in the middle of jotting something down in a little notebook, mumbling to herself as she radiated an aura of curiosity tinged with suppressed impatience.

Just how much of a hint would she need to drop in order to get Daring on the right track? And more importantly, how the hay was she supposed to redirect any suspicion away from herself once Daring made the connection? Suspicions of bughood had an annoying tendency to turn ponies into unpredictable panic bombs, and she couldn’t say for sure if Daring was as level-headed as the books suggested, let alone open-minded enough to put up with one for a temporary sidekick. The most exotic travel companions she’d ever had were Cumber and Patch, the dracogriff couple – if they were even real – and their kind hadn’t invaded Canterlot within the last couple of years.

Eh, I’ll figure something out later. Maybe.

For now, she started with, “I think it’s a communication device.”

Daring hummed and nodded sagely. “It could be. You looked like you’d seen a ghost after touching it. Who was it?”

Come.

She remembered the deep, rippling voice and its wordless command. At least, she thought it was wordless; she couldn’t remember it uttering recognisable words despite having a voice. Now that she’d thought of it, the whispering voices still echoed in the deepest corners of her mind, like creeping mould. And the eyes… thousands of them.

Max gave her a helpless shrug. “No idea. Just freaky voices and lots of eyes. All I know is that something wanted me to go to it… wherever it is. It didn’t tell me where.”

“Do you trust it?”

“Oh, oh yes. Totally,” Max deadpanned with half-lidded eyes. “Can’t wait to take instructions from the voice that sounds like it eats foals and granite for breakfast.”

“Well, I wouldn’t write it off so quickly…” Daring prodded the rune stone with a hoof, as if she might convince it to spill its secrets that way, but aside from the steady glow, it remained inert as ever. She then casually picked it up and held it out to Max. “I don’t suppose you’re keen on taking another look at it? We’re really short on leads right now, and if there’s a chance we might learn some—.”

Surreptitious whispers tickled the edge of Max’s hearing, growing sharper and more distinct with incomprehensible words as the stone inched closer her foreleg. With a start, she just about managed to hold back a bug-like hiss and snatched her hoof away from it. “Wait, what?”

“I’ll take that as a no.” Unfazed by her outburst, Daring chuckled wryly and slipped the stone into her saddlebag. “Sorry, was a little insensitive of me. You’re right; it’s probably too risky right now.”

Sighing, Daring reached into her bag and pulled out a little pouch about the size of a stack of a dozen bits. When she loosened the drawstrings, it revealed a corked phial filled with a dancing mote of green flame.

“I’d hoped to save this for an emergency, but you’ve convinced me that Galleon’s involved in something a whole lot nastier than I’d imagined,” said Daring as she neatly tore several pages out of her notebook. Max recognised a detailed sketching of the rune as Daring uncorked the phial and held them directly over the hungry flame. “Hopefully, a friend of mine will give us enough of an edge to outmanoeuvre him before it’s too late.”

And how the heck is burning your notes supposed to help us?

Daring noticed her frown and snorted. “Aww, come on. Don’t give me that look. It’s dragonfire – great stuff for sending mail to the exact location of your contact, so long as they’re on the same plane of existence. In this case, it’s somepony who might recognise our mystery rune and help us find a lead. See?”

The gout of dragonfire devoured Daring’s notes faster than regular flame, converting it all into a cloud of greenish smoke. Once it had finished consuming the last scrap of paper, the smoke rose into the air several tail-lengths above their heads and whisked off into the forest like a miniature, twisting comet.

“Sounds expensive,” Max said as they watched it disappear between the trees. “Where do you even get the bits for stuff like this?”

“Royalties, of course! Seriously, even with what I’m able to wrangle out of our book deals, I’d bet AK Yearling laughs her way to the bank every season.” Daring shook her head and pouted. “Also, it’s probably because her lawyers are better than mine.”

“Is that it?” Max quirked an eyebrow. “How has nopony wised up to this? Heck, with all the world-ending catastrophes you’ve prevented, how has Princess Celestia not knighted you or something?”

“What makes you so sure she hasn’t?” Daring waggled her eyebrows. “I just happen to do my best work as an independent agent. And as for the first bit, well, it’s just too obvious to be true, isn’t it? Anypony claiming I’m real is almost immediately written off as a conspiracy theorist. Kind of brilliant, if you ask me. Hay, even you aren’t completely sold on me yet.”

“I’m that transparent, huh?”

“Nah, it’s all about experience, Sunny. Some ponies would rather walk into a cragadile’s maw before admitting I’m the real deal.”

Max had no response to that, so she settled for stuffing her mouth with the remains of her sandwich. Daring did the same, and they simply sat there quietly, listening to the bubbling stream and the calls of birds.

Heh. I’m having picnic with Daring Do. Wonder how many would give a wing and a leg for this.

The lull in conversation didn’t help Max come up with any ideas on their next move, but she supposed that’s what Daring was for. After taking a long swig from her canteen, Daring inspected the trunks of nearby trees for moss. Once she’d gotten her bearings, she trotted back to Max, folded up the map and pointed a hoof northward.

“Okay, my contact will probably need some time for research, so we’ll need to be ready to haul flank to any part of Equestria the moment we get the all-clear, and that means the railways.” Her mouth flattened to a grim line as she flexed her wings experimentally. “These are still sore, so I’m not using them unless I absolutely have to, and since you’re ground-bound like me, the trains are our best bet for getting around quickly.”

Max knew a thing or two about royal guards, and one thing they loved to do when on the hunt for changelings was to set up checkpoints at transport hubs. If the cultists had any brains between them, they would probably do the same to limit Daring’s ability to get around.

“They’ve probably got lookouts at the stations.” She then frowned as she inspected Daring from hat to hoof. “And you aren’t exactly blending in in that getup. Like, at all. Don’t you ever get mobbed in public areas?”

Daring waved her objection off with a wing. “Good thing I’m not planning to buy tickets, then. We’ll just catch the train ourselves.”

That doesn’t make any—

Max’s eyes widened as understanding dawned upon her. “Wait. You want us to hop onto a speeding train?”

“I know a ravine up near the foothills forces a sharp bend in the tracks. The train will slow down enough for us to hop on from a ledge. It’ll be fun!”

“And what happens when the conductor asks for our tickets?”

“Bits make the world go round, as they say. And if our conductor’s too much of an upstanding citizen for my natural charm, well…” Daring shrugged and thumped a hoof into the ground. “I’ll just have to use, uh, advanced persuasion techniques.”

For the first time since meeting her, Max felt a genuine grin coming on. “Do any of those ‘techniques’ come with the risk of assault charges?”

Daring’s eyes twinkled as she tossed her mane and wiped her brow in an exceedingly woeful gesture. “Alas, I’m an adventurer, not an Element of Harmony. Can’t always save the world without stepping on a few tails.” She then turned and headed north at a brisk trot. “And right now, I smell some world-saving on the horizon. Chop-chop!”

Daring Do plays dirty! Maybe this whole deal doesn’t have to suck, after all.

Ears perked and hidden wings a-twitching, Max hopped off the boulder and trotted after her now not-so-idealistic idol.

* * * * *

The books never mentioned just how close of an affair walking had with adventuring.

So. Much. Walking.

If AK Yearling didn’t cut out those parts entirely, Max suspected that each book would triple in size. And possibly expose her to the risk of legal action for literally boring ponies to death.

In retrospect, it was quite obvious that Daring would have to spend a lot of time traversing from one end of Equestria to another, but she’d never quite made the connection until then. Sure, she’d done much of the same as a wandering changeling, but that was different. After nearly six hours of continuous, brisk walking without even so much as an ambush from predators or highwaymares, she found herself considering the merits of shouting to give their position away just to prod fate into putting some action into her supposed Daring Do adventure.

Every now and then, a voice at the back of her mind would remind that the mare ahead of her was probably just selling her a fantasy for some obscure purpose. But she would then banish it with the memory of her house getting blown up, along with the voices she’d heard from touching the rune stone. It was just annoying that everything else up to this point had to be as mundane as walking. Daring wasn’t much of a conversationalist, either. At least, not when she wanted to maintain a somewhat urgent pace.

The leafy undergrowth of the forest gradually gave way to rockier terrain, and towering conifers appeared a lot more frequently amongst their deciduous neighbours. It didn’t make the going much easier, though, as Max realised after nearly falling into her third crevice. Creepers and detritus had a habit of covering those up quite nicely, especially the ones just big enough to bite a leg or swallow half a pony.

But progress was progress, and Daring Do eventually got them to a ledge covered in scraggly trees that overlooked the curving tracks. A short wait later and the train came roaring along, with just a few tail-lengths to spare between the carriage roofs and the stony ledge on which they stood.

As a pegasus, Daring had no difficulty making the jump and landing with reasonable grace.

Max leapt after her a second later, and immediately lurched into a roll as soon as her hooves hit steel. Her cheek bonked against the roof, and the train’s momentum happily kept her going until she tumbled over the edge with a shriek. But just before surrendering to the reflex to shapeshift her wings back for use, she heard a grunt and felt a sharp tug on her tail.

Her back bounced a couple of times against the side of the carriage as it swayed on the tracks. Bending her neck forward to look between her legs, past her belly, she saw Daring Do standing with a wide stance at the edge of the roof, her teeth clamped firmly down on Max’s tail hairs. The roaring wind whipped away her pith helmet, but aside from a frantic glance, she paid it no heed as she slowly lifted Max up, neck muscles bulging with the strain.

Great. That’s just great. Just a few hours in, and I’m already classified as the bumbling, comic relief kind of sidekick.

As if on cue, a passing tree branch smacked her in the face and left a parting gift of several bitter leaves stuffed into her mouth. She spat them out and yelped when another branch whipped her loose mane just as Daring finished hauling her back on board.

“Thanks,” Max muttered whilst clinging onto the roof.

“Hey, don’t mention it.” Daring threw a brief glance backwards and gave her a reassuring grin. “Nothing I couldn’t manage.”

Max could feel a little disappointment slipping through her bravado, though. Her ears drooped as she averted her eyes and said, “Sorry about your hat.”

“Nah, don’t worry about it. Let’s get inside before we hit a tunnel, or we’ll have to worry about losing more than a hat.”

Luckily, they’d jumped onto a freight carriage, so they didn’t have to worry about anypony witnessing her little accident through any windows. They simply had to make their way to the nearest passenger carriage, and this time, Max shapeshifted the undersides of her hooves to make use of her natural ability to cling to almost any surface, utilising just enough adhesion for added stability without looking like she was glued to the roof.

They got another lucky break when they found a passenger carriage with an empty cabin, and a reasonably classy one at that. It had long, thickly-padded seats big enough to comfortably sleep on, wide windows, and a table to do work on. If the few ponies they trotted past to get in had recognised Daring Do at all, they gave no sign of it.

Once safely within the privacy of their own cabin, Max slumped onto the soft seat and sighed. Daring did the same, and they spent the next few minutes in companionable silence as they watched the countryside roll by.

Eventually, Max spoke up. “So… what’s next? We just wait for your mystery contact to get back to us?”

“Yup,” said Daring as she laid her map out on the table, whilst scratching her mane absentmindedly with her other hoof. “We’re going to need more intel to narrow down our search. Galleon’s been hitting archaeological dig sites all over Equestria, but I haven’t been able to do proper research with all his goons breathing down my neck. No shame in getting a bit of outside help.”

“A few books ago, you wouldn’t have said that.” Max tilted her head. “It wasn’t because Spectrum Lash made that much of an impression on you, was it? I thought she was really annoying in The Ring of Destiny.”

“Oh, she was.” Daring rolled her eyes and added in an undertone, “And still is, come to think of it…” Then, her eyes softened and she smiled ruefully as she continued, “But her help also made a difference, and I like winning more than I like hogging all the glory.”

Max grinned. “I can get behind that.”

Daring’s ears suddenly perked up, and she hastily pulled the window pane half open to admit the green cloud of fiery smoke that whizzed in barely five seconds later. It hovered in front of her muzzle for a moment, then fizzled out and coalesced into a rather fat letter envelope.

“How’d you—”

“Dragonfire messages give you an itch when there’s one inbound, so you’ll always know when you’ve got mail.” She tore the envelope open in one swift motion and beckoned Max over. “All right, let’s see what we got.”

Dear DD,

The illustration you sent me is of an ancient rune that has been referenced several times across the span of nine centuries’ worth of archaeology, from 104 ANM to the present. It shares similarities with markings found on artefacts and ruined structures in several locations across Equestria; most of which were ancient settlements most likely from the pre-Unification Era. Many of them don’t exist anymore due to natural weathering and in some cases, iconoclasm, but the more recently discovered sites have been relatively well-preserved thanks to improved excavation and restoration techniques. I have marked the most promising locations on the attached map.

As for who made them, I cannot say for sure. The most reliable sources all agree that it belongs to an ancient civilisation, but there’s no consensus on what they were. Some records suggest a minotaur-like race of bipedals, whilst others claim that their architecture is more suited to ones with smaller stature like diamond dogs. Some even insist that only ponies had that level of sophistication at the time, thereby ruling out everyone else. Personally, I suspect that it was a multicultural society, or at least one that had subjugated other races.

However, one thing that they all agree on is that they seem to have gotten by without any form of magic. I have seen records detailing artefacts with no discernible magical signatures despite functioning in similar ways to modern enchantments (much like what you encountered). However, accounts of their fantastic abilities such as moving mountains and healing the sick will have to be taken with a grain of salt, as the majority of those were written in the Discordian Era.

As for your concerns about these cultists, your suspicion that they have unlocked the secret of activating these artefacts is not unfounded. Unfortunately, I will not be able to determine how without first seeing your new partner in action. My best guess is a physical catalyst of some sort, but I cannot be sure without rigorous tests, and I have a feeling that she would strongly object to the necessary tissue sampling.

I am afraid that that is all I have at this point. If I discover anything new, you will be the first to know. My notes, reference list and bibliography are attached in case you intend to follow up on my research.

Good luck!

Your friend,

TS

PS: We can’t wait to see what happens in the next book!

Max felt her eyes widen when Daring flipped to the list of items that her contact had apparently covered in her research. It involved several series of journals with volumes going from one to forty-something, over thirty books on history and magic, and at least twice as many smaller documents like letters, inscriptions and decorative artwork. It even referenced the number of pages she’d covered in each item, where applicable.

“Unless your friend can absorb information by simply eating books or something, I’m pretty sure he or she hasn’t done that much research,” Max muttered with a shake of her head. “There’s no way anypony can read that fast, let alone tie everything together in their head.”

“Well, that’s why she cheats. Stretching time is awfully useful in situations like this, eh?”

“Stretching time? As in, time dilation? That’s ridiculously advanced magic. Just who the hay is your—” Max stopped in mid-sentence when she glanced back at the letter and saw the sender’s initials. TS. She blinked a couple of times, then felt her jaw drop. “Hayseed, is… is your contact Twilight Sparkle?”

“Got it in one!”

“And… Spectrum Lash.” She facehoofed groaned. “You just changed Rainbow Dash’s name, didn’t you?”

Daring chuckled. “Well, somepony’s a pretty sharp cookie.”

Max’s eye twitched.

Oh grub, she has close ties with them.

She remembered getting her flank kicked by the six Elements back in Canterlot. Sure, they’d eventually overwhelmed the six mares with sheer numbers, but getting Rainbow Dash’ed in the face really left a lasting impression, in some cases physically – Fibula still had a dent on her head where the crazy mare had drop-kicked her. And by most accounts, having your disguise personally disrupted by Twilight Sparkle’s spellwork often resulted in faulty shapeshifting for days, and that was before she’d turned into a freaking alicorn.

If she didn’t tread carefully during her adventure with Daring Do, she might just find herself on the wrong end of a dissection table with the crazy princess looming over her, giggling gleefully at the chance to learn more about changeling anatomy.

Might still be worth it, though.

“Hey, are you there?”

Max blinked and saw Daring’s hoof waving in front of her face. “Sorry, spaced out for a moment. Didn’t expect you to be so close to the Elements of Harmony.”

“Well, two of them, at any rate. I’ll introduce you if we ever bump into them.”

Please don’t.

“Uh, sure.” Max leaned over to get a better look at the map. “So, where are we headed?”

The Purple Menace had highlighted several locations using bright-red ink, with reference numbers corresponding to those in her notes. She peered at the small and neat writing, but Daring’s hoof soon blocked them from view.

“Leave that to me. We’ve got a couple of hours to kill before reaching the hub, and you look like you’re in need of some major shut-eye.”

Max opened her mouth to protest, but she quickly shut it when she realised just how much she felt like a bunch of wet noodles tied together. Hunger for love gnawed deep inside her chest; the hours of endless walking coupled with her premature moulting had taken a toll on her reserves, and sleep sounded like a much better use of her time than pretending to contribute to Daring’s efforts to find their target. Especially when she hadn’t understood even a quarter of Twilight’s terminology and abbreviated references – attempting to help Daring would only slow her down with the need for explanations in laymare’s terms.

She glanced at the comfy seat, then turned back to Daring. “You sure?”

Daring clapped her on the back with a wing. “Don’t worry. I’ll wake you up when it’s my turn.”

Mere moments from curling up on the seat, Max felt her world slipping away, helped along by the rhythmic rumbling and swaying of the train.

Just a short one, she promised herself.

* * * * *

A distant voice called to her.

Max didn’t bother answering. Instead, she shifted to a more comfortable position and chased after a fading dream. It had been a rather pleasant one, with lots of partying and delectable pairs of ponies, and she had every intention of diving back in if she could.

The voices didn’t let her, though.

They started off soft and indistinct, but gradually increased in volume and clarity until it sounded like a swarm of angry bees inside her ears. She grumbled loudly and flattened her ears, but they didn’t relent.

“Wakey, wakey, little missy!” somepony said in a singsong voice, reminiscent of a colt just hitting puberty.

“Gerh away…” she mumbled.

Max heard a sharp smack, followed by pain in her muzzle as the world turned on its side. She yelped and flailed, then grunted when the floor collided with her face and the rest of her body fell into a crumpled heap on top of her head.

Groaning, she immediately recognised the dark view of wooden beams and bolts as the underside of the seat, and the hooves of several ponies standing in the cabin. Red, grey and brown, two with unshorn fetlocks. No light gold of Daring Do. The air carried a faint scent of rotten eggs, and she could taste a mixture of anxiety, impatience and savoury triumph in her immediate vicinity.

Her heart raced as she considered the possibilities for finding herself alone in the train cabin with strangers and a smarting snout, chiefly the one where Daring Do had simply ditched her, or worse, had sic’d a bunch of undercover police or royal guards on her. But before she could come up with an appropriate response, her assailant hauled her back up onto the seat.

“Are we awake, now?” asked the stallion with a cheerful smile.

Max simply stared at him. He was a pegasus of moderate build, with icy, sky-blue eyes and a very muted shade of spiky, greenish hair. His cloudy-grey coat had darker splotches of coal-grey that made it rather difficult to tell whether his general sooty appearance was due to natural colouration or actual soot.

“Yeah, I know you’d love to stare at my handsome mug all day, but I’m on a job for the big boss.” His smile widened to a toothy grin as he put a hoof firmly under Max’s chin and guided her gaze towards the cabin door.

Two other pegasi, one big, red stallion and one sleek, brown mare, stood guard by it.

“You happen to know the mare who shared your cabin?” asked the red one gruffly.

Max flicked her gaze over to the table, where Daring had left the map and all her notes out in the open for all to see.

Oh, that’s not good.

It all clicked together at once. Max remembered their voices as belonging to the homewreckers who’d blown up her house. Magic pooled into her hidden horn, ready for her to call upon in a pinch as she itched to explode into action.

No, no, play it cool. They don’t know for sure.

She took a slow, calming breath to still her heart. It didn’t quite work, so she covered it with an annoyed scowl instead.

“She owe you guys money or something?” she asked with a shake of her head. “I thought there was something shifty about her.”

Big Red returned her scowl. “You could say that. She took something from a friend of ours, and he’s willing to go to great lengths to get it back, if you catch my drift. So if you know anything about our missing friend, you’d best spill your guts right now before somepony gets hurt.”

“And by somepony, he means you,” the brown mare huffed.

No proof yet…

“Look, all I know is that she was acting weird when she barged in here as if she owned the place,” Max said testily. “So just leave me out of whatever business she has with—”

Big Red clicked his tongue, which Grey immediately followed with a swift back-hoof to Max’s cheek that nearly toppled her.

“Drop the attitude, missy,” said Red calmly.

Blinking tears out of her eyes, Max curled up to make herself smaller and let out a practiced whimper. Then, after a sob for good measure, she blubbered, “Sorry. I—I really don’t know anything! You want my bits, take them! Just leave me alone!”

Grey glanced back at Red. “You sure she’s hiding anything?”

“Ugh, this is a waste of time,” said Brown with an exasperated growl. “Just jump straight to the flank kicking; that’ll loosen her tongue faster!”

After raising an eyebrow at his companions, Grey shrugged and slammed a hoof right into Max’s gut with enough force to drive out all of her breath. She then curled up and wheezed as she attempted to draw in a ragged gasp through the blinding pain.

“Okay, okay, she’s with me! Just stop hurting her!” Daring Do’s frantic voice rang out from somewhere outside the cabin.

Oh, hayseed.

On one hoof, it looked like Daring hadn’t ditched her, after all. On the other hoof, she’d gotten herself captured.

Brown grinned at the other two. “Oh, would you look at that. You owe me fifty bits.”

Both stallions snorted at her, and Grey produced a pair of hoof cuffs that he swiftly clamped around Max’s forelegs whilst muttering, “Oh, sure, violence only works when it’s your idea. But when I make a suggestion? Nooo, nopony listens.”

“There’s a world of difference between good, old-fashioned hoof therapy and dynamite, Shorty.”

Shorty?

Max blinked and turned to stare at the grey pegasus as he marched her out of the cabin. Leaning a little to the side, she just managed to get a glimpse of his cutie mark: a cherry bomb with a sparkling fuse.

“Short Fuse?”

He paused and regarded her with a frown. “That’s my name. Don’t think I’ve introduced myself, though.”

For a moment, her fearful mask slipped. She resisted the smouldering urge to sink her fangs into him, settling for a frown instead. “You blew up my house.”

After tilting his head and blinking a couple of times, realisation dawned on his face, followed by a grin. He then chuckled and said, “Oh, that. Sorry, but I sometimes get carried away when I’m having fun, you know?”

Max recognised that pulse of colt-like glee. Sweet and savoury, just like long-overdue revenge. He certainly had a very punchable smirk, to boot.

Yeah. Just you wait. I’ll be having fun, too, before this is over.

“Enough talk. Brother Galleon is waiting.” Red then pounded his hooves twice on the floor and shoved Max out into the corridor. “Get a move on. Hop to it!”

Outside the cabin, she saw Daring Do similarly shackled and flanked by a pair of thuggish ponies, one unicorn stallion and one bat-winged mare. Daring heaved a sigh and gave her an apologetic grin laden with so much genuine concern and relief that Max could almost eat it.

“Stay calm. I’ll think of something,” Daring mouthed to her as the cultists marched them up the carriage, towards the front of the train.

I asked for this, didn’t I? I’m going to be in a novel. This is crazy.

Max had tangled with authority figures and ponies of Canterlot’s underbelly before, but never in the context of a fictional series that turned out to be not-so-fictional after all. She could feel these ponies’ readiness to hurt them on a moment’s notice, but the danger just felt surreal.

But within that surrealism, she felt a spark of predatory delight kindling in her chest. Dozens of ideas for breaking free and incapacitating her captors flitted through her mind as she cast surreptitious glances about for escape routes and makeshift weapons, but she kept her growing excitement in check. Better to play the part of damsel in distress first; ponies had a tendency to drop their guards around the really irritating or useless ones. She’d wait until they got into a situation where the odds were less skewed in favour of the cultists.

Other wide-eyed passengers gave them a wide berth – very, very politely – as they passed. The train conductor barely took notice of their presence even when Big Red barged past him and knocked his glasses askew with a wing.

After crossing several noisy gaps between carriages, they ended up in a huge one that consisted mostly of red, velvety seats, fine dining tables, ornate woodwork and lots of lamps that gave off warm, yellow light to compensate for the dark curtains that practically blocked out the entire outside world. It looked exactly like the kind of place that rich ponies or stereotypical snazzy villains loved to lounge in.

As they stepped into the cool air of the cabin, a grassy-green-coated unicorn stallion looked up from his scrolls and books on the table before him and focused his deep purple eyes on Max and Daring Do. He’d done his pale, whitish mane up like a short ponytail with a bit of a messy forelock at the base of his horn, and his cutie mark looked like an blue, undulating wisp of magical fire surrounded by sparks.

That’s him?

Max felt a little let down by the distinct lack of a goatee, extra horns or scars. He wasn’t even wearing ominous, black robes or sporting any magical artefacts. In fact, his colours kind of reminded her of a spring onion.

But the moment he spoke up, her doubts melted away.

“You’ve led us on quite the merry chase, Miss Do,” he said with a clear voice that, although no deeper than the average stallion, somehow carried an undertone of power that nopony looking like him should’ve been able to possess. “Did I not say that our victory is inevitable?”

Something dark and terrifying had added its nearly-imperceptible whisper to his voice, and Max thought she’d caught a glimpse of its shadow in the gaze of his purple eyes. For a moment, her disguise wavered at the thought of the eldritch horrors she might face.

But when she cast a sideways glance and saw Daring’s unfazed determination as she stared down the leader of the cultists, the spark in her heart reignited, and she allowed the corners of her mouth to curl up ever so slightly.

Time for the changelings to make their debut in Daring Do.

Author's Note

Lately, I've been getting a little anxious about my pacing and conciseness. Sometimes I feel like half the stuff I write is just tedious filler. :facehoof:

Please let me know if that applies to any parts of the story so far, and I'll see what I can do to improve. :twilightsheepish:

Chapter 3

“Please, sit down.” Galleon smoothly gestured with a hoof towards the seat opposite his side of the table. “We have important business to discuss.”

Max felt a heavy wing on her shoulder, and Short Fuse began marching her to the indicated seat, her chains clinking along the way. Daring received similar treatment, with the addition of ropes to bind her wings, and within moments they found themselves seated opposite the supposed leader of the cultists. The rich, red, plush padding beneath her felt almost obscenely comfortable, and might’ve tempted her to fall right back asleep if it weren’t for the chafing shackles. And the five henchponies that stood watch at various posts around the cabin.

Max heard the door shut, and the bolt slid into place with ominous finality.

Nopony spoke for a while. Instead, Daring, Galleon and the rest of his underlings just stared, apparently sizing each other up. Max kept up her mask of bewilderment and uneasiness, darting her eyes here and there like a frightened rabbit, searching for potential exits and makeshift weapons. She found nothing of real use – most of the furniture was probably bolted down or too heavy to move, there were no visible maintenance hatches on the carpeted floor, and unless they opened up the curtains, she had no way of telling if the windows could easily be opened or broken through.

The room practically simmered with a cocktail of anticipation, apprehension, glee, ire and reverence, too intermixed for Max to identify their individual sources. When she tried focusing on Galleon, she came up against a blank wall; he was either well-practiced at hiding his emotions, or maybe one of those freaks who were only a couple of notches above statues as far as emotions went. Unless she tasted his output or got a proper whiff of him in insolation, she couldn’t tell if he was a fellow changeling.

Eventually, Short Fuse broke the silence by dumping Daring’s saddlebag on the table with a loud thump. Galleon then waved him off whilst he magically pulled out the rune stone and set it directly in the centre of the rectangular table. The bag, he levitated away and placed on his seat. The rune stone still glowed, and Max could hear the whispers starting up again in her head.

Galleon whistled and raised an eyebrow quizzically at Daring. “Well, I would love to say that this is an unexpected development, but credit where it’s due: in just a few weeks, you’ve accomplished something I’ve been trying to do for years. How?”

“Straight to business, huh?” Daring grinned and glanced around the resplendent cabin. “You know, this is a pretty romantic setup, but aren’t you skipping a couple of steps? Most gentlecolts would buy us dinner first.”

“How about knuckle sandwiches?” The brown pegasus mare lifted a hoof and slammed it into an open wing with a meaty thump. “It’s one of my specialties!”

Galleon raised a hoof and waved her down whilst keeping a steady, severe gaze on Daring. After a moment, his eyes turned to Max, and she did her best to look small and pressed herself into the backrest, as if trying to burrow away from him.

Eventually, his eyes softened and he gave them a lukewarm smile. “Very well, let it not be said that the Forgotten Ones are without manners. Speckle, if you please.”

“Brother Galleon?” asked the blue-maned, yellow-coated unicorn stallion standing a little ways off.

“It’ll be fine. Go ahead.”

“Right.”

Whilst the stallion went rummaging through what sounded like an icebox somewhere behind another seat, Galleon leaned against the backrest and sighed. “Well, since we do have a new guest in our midst, I suppose introductions are in order. It’s only polite, after all.”

He smiled at Max and began pointing at his underlings one after another, starting with the brown pegasus mare off to the side. “Our resident knuckle sandwich specialist is Wind Shear; don’t tick her off. The big red guy is Blizzard, one of my staunchest brothers in the early days of our order. Speckle’s a fellow academician of great talent, Furlong’s one of our esteemed sisters of the night, and Short Fuse is our demolitions expert.”

Short Fuse chuckled like a miser counting his bits.

“In the broadest sense possible…” Galleon added with a frown. He then shook his head and inclined his head towards Max. “You have a name, my lady?”

“I… I’m Sunny Spring,” she mumbled, flattening her ears.

Just then, Speckle came back with a bottle of wine and a couple of salad sandwiches in tow. He placed the sandwiches on a couple of serviettes before them, uncorked the bottle with magic, and then poured out the wine into a couple of very colourful plastic cups that he capped and set beside the sandwiches. The wine bottle, he quickly hid somewhere out of sight.

Daring Do stared at the meal for a couple of seconds before tilting her head and levelling a half-lidded, deadpan look at Galleon. “Sippy cups? Really?”

Galleon shrugged whilst Short Fuse and a couple of the others chuckled. “I know what you can do with proper glassware and cutlery, so you might as well take it as a compliment. If Wind Shear had had her way, you’d be drinking out of a water balloon or licking it off the table with your hooves tied behind your back, but I like to think that we have a little more class than that.”

Wind Shear grunted.

Daring didn’t start, though. Neither did Max.

Just when the silence was about to get awkward, Galleon rolled his eyes and uncapped Daring’s cup with magic to take a gulp of her wine. He did the same for Max’s cup and then broke off small chunks of both their sandwiches and ate those, too.

“Have I quelled your fears?” he asked whilst he screwed the caps back on.

Daring harrumphed, but then sighed and picked up her wine with two shackled hooves and took a sip. Her eyes widened. “Wow. This is a good vintage. Crisp and smooth with a hint of rosy sweetness… Lime Yard nine-one-six, if I’m guessing right. Who’d you steal it from?”

Galleon smiled thinly. “You wound me, Miss Do.”

“I don’t hear you denying it.”

“If you don’t want it, give it back.”

Daring narrowed her eyes at him and took a slow, long and very deliberate sip from her cup without breaking eye contact.

“Hypocrite.”

“Pragmatist.” Daring matched his grin and hiccoughed. “S’cuse me. This stuff’s too good to waste, so I might as well do the honours.”

Under different circumstances, Max might’ve sniggered at the sight of Daring Do drinking from a foal’s cup. It would’ve made perfect material for blackmail, or for somepony’s… fantasy. She shook her head and opted for the sandwich instead. No reason to waste an opportunity to get something in her belly, especially considering the possibility that they might not get another chance to eat for quite a while.

Whilst they ate and drank, Galleon made a show of reading the notes and diagrams that Twilight Sparkle had posted to them via dragonfire, with a few critical glances at them every now and then, and he kept a very firm lid on his emotions whilst doing so. Max ate slowly, in case Daring needed all the time she could buy.

“You have some truly resourceful friends,” Galleon remarked. “It’s a shame we haven’t had the chance to meet them.”

Daring swallowed the last of her sandwich and cocked an eyebrow at him. “Why, so you can indoctrinate them into… whatever it is you’re trying to do right now?”

After studying her for a moment, Galleon smiled craftily at Daring. “You know, I can tell when somepony’s fishing for information, but it just so happens that sharing our goals with you is worth the risk. You’ve dragged an accomplice into a war with the stakes completely hidden from her.”

He turned to Max. “Do you wish to know?”

Max tossed glance at Daring, then averted her eyes and nodded. “I… I guess so.”

“Worry not. I’ll keep it simple.” He gestured at his companions with a hoof, saying, “We are the Forgotten Ones, chosen by the Master to awaken the full potential of ponykind. With his ancient knowledge, we will rise up to be true masters of the world; no longer will we have to tolerate the whims of the dragons or griffons, or fear the onslaught of Wild Magic like the Everfree Forest and its ilk in Nightmare Moon, Discord and Tirek.”

He breathed deeply and closed his eyes with his faced turned skyward, as if feeling rain on his face.

Then, Max felt something cold brush against her mind as Galleon’s eyes glowed with unearthly, green light beneath his closed eyelids. His voice rippled with power as he whispered, “We seek the Master. He shall set us free. No more Princesses, no more Outsiders. Only equines.”

Daring snorted. “Power and equality for all, huh? And it doesn’t strike you as the least bit strange that you all call him ‘Master’?”

Galleon’s unearthly aura vanished when he opened his eyes and scowled at them. “Until we learn enough to call him Brother, it is only fitting to call him Master. But when that time comes, even the Princesses and their Elements of Harmony will pale in comparison to each and every one of us.”

“Yeah… I don’t buy it. Sounds too good to be true.”

“Your belief is not required.” Galleon reached into a bag beneath the table and produced several stones similar to the one that Daring had brought, only that they didn’t have a glowing rune like hers. He placed them in a cluster around the active stone and smiled. “Ironically, it appears that your efforts have greatly aided in our quest to find true enlightenment. We are now much closer to finding the Master. Help us finish it, and let ponykind find its true destiny.”

“And what happens if we don’t cooperate?” asked Daring with folded forelegs.

Galleon sighed and rubbed his forehead. “Well, if you must know, I don’t like hurting ponies. But if it will bring us any closer to the Master, I’ll consider it an unfortunate but necessary sacrifice.”

That doesn’t involve your own skin. How convenient.

Outwardly, Max threw a worried glance at Daring and bit her quivering lip.

Daring gave her a reassuring pat on the shoulder before turning to Galleon. “So, what exactly do you want from us?”

“Simple.” Galleon dipped his head at the glowing rune stone. “Show me how you activated it.”

Daring clucked her tongue and winced. “Ooh, that’s going to be a little difficult right now.”

His eyes narrowed. “Explain.”

“I’m going to need full access to an alchemy lab and a full moon, so unless you’ve got one of those and Princess Luna on the train, you’re straight out of luck.”

“I see.” Galleon’s eyes flicked over to Max and bored into her. “Is that true?”

Max felt a couple of shadows looming over her, and a quick glance upwards confirmed that Wind Shear and Short Fuse were indeed leaning over the back of her seat and looking at her with distinctly manic glints in their eyes.

She gulped and nodded hastily.

“Well, that’s distressingly inconvenient,” Galleon huffed, rubbing his chin thoughtfully. “We’ll have to bring you all the way to a secure facility and wait for a clear night in this abominable weather…”

“Whatever. You’ve got me, so a few more days won’t kill you,” Daring said, rattling her chains in emphasis. “Just drop her off and I’ll… I’ll perform the ritual for you.”

“No.”

Daring frowned. “No what?”

“No, we’re keeping Miss Spring with us, thank you very much.”

“What for?” Daring gestured at her notes on the table. “You’ve already got our combined research all in one place, and—”

“And I know that you generally aren’t one for travel companions,” Galleon retorted with a languid smile. “So, she’s either indispensable to your work, or somepony you care enough about for us to use as leverage. Really, I’m disappointed that you think so little of our intelligence.”

He gave a curt nod, and Max yelped when a pair of brown hooves thumped down on her shoulders.

A split second of panic gushed from Daring as her pupils shrank, but she soon recovered enough of her confidence to toss her mane and scoff at Galleon. “Oh, come on, she was just my assistant in the activation ritual. I already had all the notes and reagents necessary for a Zebrican thermo-thaumic transmutation; it’s just that two pairs of hooves are better than one when it comes to synchronising catalyst insertion. Any one of your meatheads can take her place.” Daring turned to Max and gave her an apologetic grin “Uh, no offence, Sunny.”

Before Max could say anything, Wind Shear pressed a hoof down on her right shoulder, grabbed her right foreleg and twisted it behind her back as far as it would go, and then some. She shrieked and nearly reverted forms right there and then, but managed to surreptitiously loosen up enough of her anatomy to alleviate most of the pain.

She still didn’t need to act out the groans and whimpers that followed, though.

“What the—hey, stop that!” Daring yelled.

“Say please.” Wind Shear’s voice dripped with delight as she twisted harder, sending another lance of pain through her shoulder.

Oh grub, this is getting real.

Max blinked away false tears and tried squirming to relieve some of the sharp tension, but Wind Shear noticed immediately and smacked her in the face.

“Unless you want it dislocated, you’d better keep still, Sunny.”

“I’d listen to her,” Short Fuse whispered in Max’s other ear. “Legs make this really gross crunchy sound when they pop out of their sockets. Yuck.”

Daring released an angry snort and gritted her teeth. “Hey, are you listening? I’m talking to you—aaaaghh!”

Her snarl turned into an agonised shriek when an arc of purple lightning jumped from Galleon’s horn to her chest. Smoke wafted from the blackened spot on her shirt and her frazzled mane.

“No, you listen to me,” Galleon huffed, pointing at her. “We’re past diplomacy, so you’d best stop stalling and give us—”

“Okay, okay, we lied!” Max squealed.

All eyes turned to her.

Wind Shear didn’t let go, but at least she stopped twisting, and Max found herself able to pick up on the ambient mood. Aside from Wind Shear’s enthusiasm for assault, the others didn’t care all that much about her treatment. However, Speckle and the bluish-purple thestral with the pixie cut – she’d forgotten her name – radiated a small amount of uneasiness and sympathy, despite their impassive expressions.

So they’re not all crazy. I could work with that. Now or never.

“You… you don’t actually need a lab or the f—full moon… to get the stone to work,” she blubbered in between sobs. “We do need firestone solution and some diamond dust, though. You can get them—”

“I know where to find those,” Galleon snapped as he tapped a hoof repeatedly on the table. “But what do you do with them?”

“It—the process is written in there,” Max said, pointing a trembling hoof at Daring’s pile of notes. She then stuttered out a mishmash of gibberish, with her breaths coming in increasingly short and rapid bursts after each word, until she cringed and covered her face with her free hoof, ears laid back and tail tucked between her legs. “Oh, oh stars. What have I gotten myself into? I… I can’t do this!”

“Uh, Windy, maybe you should go a little easier on her,” Speckle said. “She’s no Daring Do.”

“Miss Spring,” said Galleon, more gently this time, “just tell us everything we need to know and I promise, we’ll let you go once the ritual is complete. Okay?”

Max sniffled wiped her eyes. “Okay. I just—oh dear. I need to go to the bathroom. I… I think I went a little just now.”

Short Fuse snorted. “Eww.”

Wind Shear’s grip loosened up a tiny bit as Galleon, Blizzard and Speckle wrinkled their muzzles.

Daring, on the other hoof, was studying her with one eyebrow almost imperceptibly raised. Max could taste her concern mixed with a tint of confusion; she definitely knew something was up.

After a moment, Galleon rolled his eyes and waved her off. “Very well, you may go. Wind, Speckle, escort her to the ladies’ room and make sure she doesn’t make any rash decisions.”

He glanced sideways at Daring Do, then reverted his gaze firmly to Max. “Things would go rather poorly for her if you attempt to do more than relieve yourself. Are we clear?”

She gulped. “Yes sir.”

“Good. Off with you, then. And be quick about it.”

Before Max could make a move, Wind Shear yanked her off the seat by her chains and then shoved her towards the other end of the cabin, in the engine’s direction. Speckle unbolted the door and allowed her to pass, followed by Wind Shear.

Within seconds of setting hoof outside the cabin, though, the door on the opposite end from which they’d entered shuddered and rattled as somepony hammered furiously on it.

“You there, I know you can hear me!” A stallion’s voice thundered, loudly enough to pierce the rumble of the train. “I am Count Day Money of Gold Ridge, and I demand access to my rightful quarters on this train!”

“Want me to kick his teeth in?” asked Wind Shear.

Blizzard squared his shoulders and plodded towards the door with a steely glint in his eyes. “No need. I’ll take care of him. You guys just keep going—Short, put that out right now!”

“Sheesh, fine!” Short Fuse rolled his eyes and used his mouth to smother the sparkling fuse of the cherry bomb he held in his hoof. Steam puffed out of his nostrils as he muttered, “Nopony lets me have any fun these days…”

Hooves slammed on the door again. “Last warning. You have twenty seconds to open this door and vacate my cabin, or I shall have you thoroughly trounced and lumped into a cargo crate filled with nails on the next tram to the Badlands!”

“Heh. Didn’t think you could afford this room,” Daring quipped. “Sounds like he’s got meatheads of his own, too.”

Galleon didn’t answer her. Instead, he shooed Max and her escorts off with an impatient wave of his hoof and said, “Just go. He is no threat to us.”

With that, Wind Shear shut the cabin door and began herding Max towards the restroom. Speckle brought up the rear. The adjacent cabin was probably meant for servants, considering its plain furnishing and ample storage compartments.

They saw no other ponies, and as they crossed into the next carriage, Max took advantage of the isolation to get a better read on her escorts. Wind Shear’s output tasted mostly of vague, sweet contentment, the sort that ponies had whenever they were in the middle of some calming activity they enjoyed. Speckle’s, on the other hoof, had a very distinct hint of reddish-pink spiciness that made her salivate.

Well, well, what have we here?

Max had to hide a grin as she snuck a glance back at him. He had his eyes glued on Wind Shear’s every move, particularly in the region of her hindquarters, and it didn’t take a changeling to figure out what that meant.

The unoccupied carriage had windows large enough to squeeze out of, but the glass looked thick enough to withstand heavy impacts, especially if they’d used tempered glass. And unless she first escaped from Wind and Speckle, they’d stop her before she could even make a crack.

They reached the restroom in short order, and Max didn’t particularly like what she saw. It was combined with a shower and had enough space to comfortably accommodate two ponies side by side or three standing in a line, but the window looked too small for her to squeeze through, and that was only if she could first dismantle the grill covering it. She’d have to find another way to ditch her escorts.

She stepped in and began closing the door, but Wind Shear blocked it firmly with her foreleg and shook her head.

Max blinked and stared at her. “Huh?”

“You’re not going in there alone.”

“What?” Max shook her head indignantly. “You can’t come in here and watch me!”

Wind Shear rolled her eyes and poked Max in the chest with a stiff feather. “You get your mind out of the gutter. I’m here to make sure you don’t try anything funny in there, so you can either let me in or go all-out on the carpet right now. I don’t care which.”

Oh, grub.

Max froze for a couple of seconds as she considered her options. Then, she flattened her ears and backed off to allow Wind Shear into the restroom. Speckle remained outside to keep watch.

After taking stock of her reserves, Max came to the conclusion that she probably didn’t have enough power to take them both at once. Wind Shear alone had ample wiry muscle to spare, and if Speckle had any training in combat magic, she wouldn’t last a minute against them.

“Could… could you please lock the door?” Max asked timidly.

Wind Shear raised an eyebrow. “Why?”

“He’s a stallion,” she whined.

“Ugh, you’re such a princess,” Wind Shear muttered as she bolted the door. “There. You happy now?”

Showtime.

Max sniffled and wiped a tear away as she sidled up to her. “Thank you. That’s the nicest thing anypony’s ever done for me. Us mares have to look out for one another, you know?”

Wind Shear frowned. “What the h—”

The rest of her words failed to leave her mouth once Max closed the last few inches to plant a sopping wet kiss on her lips and pressed her against the wall. Any sour suspicion Wind had harboured simply vanished as her brain short-circuited for a few precious seconds, which Max used to shapeshift her horn back in place. She drew on her magic and blasted Wind with her strongest mind-blanking spell, right between the eyes. Awfully inefficient and draining for a non-queen to use, especially if she wanted instantaneous results, but she really didn’t have a lot of reliable options just then.

The spell didn’t reduce her to a drooling puppet immediately. Wind Shear swayed on her hooves, but her eyes remained focused, and she growled deeply through gritted teeth.

Hayseed!

Max grunted and gasped when Wind Shear landed a heavy punch to her side, just between her hips and ribs. Luckily, changelings didn’t have their kidneys in that exact spot. It still hurt like a diamond dog burrowing through her gut, but at least she could still move and think relatively clearly. She tensed up to take Wind’s flurry of low blows whilst she channelled more magic into her spell, grimacing as the green beam from her horn to Wind’s forehead pulsed several times in rapid succession.

When Wind Shear suddenly threw her considerable weight forward, Max lost her balance and slammed into the opposite side of the cubicle. Wind didn’t get to capitalise on her advantage, though, as her shrunken pupils finally took on a greenish hue and drifted in slightly different directions. She slumped to the floor, leaving Max panting as she leaned against the wall.

“Hey!” Speckle rapped on the door. “What’s going on in there! Windy?”

“Shut up. I got this!” Max growled back with Wind’s rough voice.

Wincing, she rubbed her aching midriff, then hauled Wind Shear onto her hooves and shoved her against the wall repeatedly, squealing and yelping with Sunny’s voice.

“Try that again. I dare you.”

“Oww! I’m sorr—aagh!”

“Didn’t catch that, missy.”

“I’m sorry!”

She slammed a hoof against the wall.

She then whimpered and let out a choked sob.

“Yeah, I thought so. Now clean yourself up before I do it for you, and trust me, you wouldn’t want that.”

Speckle said nothing, but Max detected some relief wafting from the other side of the door, mixed with more than a little bit of heaty wistfulness.

Wow, he’s really got it bad.

Max turned her attention back to Wind Shear and found her leaning against the wall with her cheek pressed against it, staring at nothing in particular with half-lidded eyes. Max wouldn’t get anything substantial out of her in that vapid state, and the spell probably wouldn’t last more than a few minutes. Only Mother’s magic could keep ponies down like that for hours on end.

Plan B.

She shifted her foreleg back to its natural form and secreted a glob of pod ichor into Wind Shear’s mouth. Then, she held her mouth shut and pinched her nostrils until she twitched, squirmed and eventually swallowed most of it.

After dragging her to the back of the cubicle, Max took a moment to study Wind Shear, especially her cutie mark of a tornado with dizzy stars coming out of it. Once she’d committed it to memory, she simply made her legs thinner to slip out of the shackles, and then she unlocked the door wearing Wind Shear’s sleek and well-toned form.

“What happened?” asked Speckle with a concerned frown as he tried slip past her into the cubicle. “Did you knock her out? Brother Galleon won’t be—”

Max barred his way with a foreleg and gave him a sultry smile. “Forget about the princess. It’s just you and me now, hot stuff.”

His jaw dropped. “Huh, what?”

She grinned toothily and huffed out a breath of hot air in his face. He stiffened like a board and stared wide-eyed at her, unmoving even as she clamped her mouth to his. His entire face rapidly turned from yellow to red, and after a couple of seconds, he closed his eyes, leaned forward and hugged her back, engulfing her in a cloud of fluffy bliss and gusto.

Max drank it all in furiously, savouring the red, spicy sweetness as fiery strength coursed through her body, refilling her depleted reserves. Speckle shivered and wobbled on his hooves, but he didn’t let go. She kept draining him, using a portion of his output to power the same blanking spell she’d used on Wind Shear. He didn’t even notice or care.

Eventually, he collapsed onto his back with all fours splayed out and his face frozen somewhere between a dazed smile and a wince. Max licked her teeth and sighed contentedly.

Score!

She’d taken enough to last several weeks of sedate living, or a few hours of combat, depending on intensity. Either way, with her hunger quelled, she could more easily focus on the task of getting herself and Daring Do off the train. Preferably without injury.

Nopony had walked in on her draining Speckle, but that kind of luck probably wouldn’t last. After forcing him to swallow some pod fluid, Max stuffed both of them in the cubicle and twisted the deadbolt out of shape with her magic. She would’ve preferred to shackle them up as well, but she didn’t have the time to search for the keys. Any longer, and Galleon might send one of the others to check on them.

The train didn’t have police or guards on board, and if the conductor’s prior behaviour was any indication, she couldn’t rely on the railway staff to help, so she’d probably have to save Daring Do on her own. She just needed to choose the right face for doing so.

Hmm, maybe something nondescript and totally forgettable.

Green flames licked at her hooves, leaving a drab, orange coat in their wake, but stopped halfway up her legs and fizzled out when an idea wormed its way into her head. It would probably get her into trouble, but…

Eh, stuff it. It’s not like I’m going to get this opportunity ever again.

The flames engulfed her again from the hooves up, and she emerged as a strapping unicorn stallion with a rugged, sky-blue coat, cherry-red eyes and a long, flowing mane and tail of dark indigo. He had a well-muscled frame and unshorn fetlocks, all tailored to make even the stuffiest of mares swoon at the sight of him.

Grinning, Max admired her significantly improved musculature and trotted in a circle to get a feel of her new gait.

Nice. Been a while since I wore this one.

Resisting the temptation to look for a mirror, she quietly walked her way back to Galleon’s cabin. Along the way, she tested the strength of the windows with a few kicks and managed to produce some respectable cracks spidering from the points of impact. Not tempered glass, then. Breakable with some effort, if push came to shove.

The rolling hills with forests in the background didn’t look familiar to her, but she figured that they’d probably gone past Ponyville along the north-western track to Vanhoover or the Crystal Empire.

Muffled shouts came from the classy cabin the moment she entered the carriage, and the closer she got to the door, the stronger the miasma of bravado, annoyance and rage that permeated the thick walls. None of them were particularly nourishing, and came from too many sources for her to identify the ponies within.

“—brute, I will have recompense for your shameless misappropriation of my quarters and purloining of my edibles, or so help me—”

For a moment, the stallion’s voice rang loud and clear when the door opened and grey pegasus darted out into the corridor.

She froze.

Short Fuse still had his attention on the cabin’s occupants – she caught a glimpse of Galleon in a standoff against a red-faced, richly-clad earth stallion backed by a couple of burly underlings with sleazy hairdos – muttering to himself, but he soon closed the door and started down the hallway towards her at a gallop. The moment he saw her, he came to a screeching halt with wings spread wide to avoid smashing into her and simply stared.

“Uh, what’s going on in there?” she asked with a smooth, deep voice.

Short Fuse took a moment to compose himself, then jabbed a wing back at the door and said, “Business deal gone sour with plenty of muscle involved, so you’d probably want to keep clear of anything down this way for now.”

“Oh. Sounds nasty.”

“You have no idea.” Short Fuse glanced up to meet her eyes and frowned. “Say, you seen a brown peggy and yellow cornie on your way here?”

Came out to get backup, eh?

Galleon had probably found himself outmatched by the shouty rich guy, if that was the case.

Max scratched her chin thoughtfully, then shook her head. “Nope. Don’t think so. I did see a little earth pony, though. Teal coat. Poor girl just slipped past me and kept running – looked like a lost puppy that’d just seen a ghost or something.”

Short Fuse’s eyes bulged. “What?”

“Eh? Somepony you know?”

Short Fuse uttered an expletive of some sort, but she didn’t quite hear it over the sudden cacophony of shouts, crashes and thuds that erupted from Galleon’s cabin. He ground his teeth and rocked on the spot with legs bent and wings a-flutter, apparently torn between barrelling past her to get backup and rushing back in to help. He then froze for the second time when the door burst open and Daring Do leaped out of the cabin, sporting a frazzled mane, scorched shirt and a satchel slung over her shoulder.

Max saw Galleon’s thestral lackey pinning somepony to the floor with her fangs bared just as Daring slammed the door shut.

Short Fuse lunged at Daring, but Max hooked a foreleg around his neck in mid-leap and slammed him to the floor. His eyes lost a little focus, but with a bit of wriggling, he managed to get both hind legs underneath her to deliver a double-kick to her belly. She crashed back-first against the ceiling, but on her way down, she used the momentum to deliver a hefty elbow drop on his belly. Short’s grunt turned into a strained wheeze as she drove out all his air, and then she clapped both front hooves against his temples. His eyes rolled up, and he collapsed like a puppet with its strings cut.

That’s for blowing up my house, birdbrain, she thought as she stood over him, panting whilst her heart hammered away in her chest.

Somepony yelled in the cabin, and she and Daring both glanced at the door when it shook as something heavy slammed against it. The sounds of scuffling continued, mixed with the whizzing and crackling of magic.

Max beckoned her over with a hoof and stepped over Short’s unconscious body, away from the cabin. Then, when she threw a glance back and saw that Daring hadn’t moved, she jerked her head in the direction of the engine and said, “Come on, let’s go while they’re distracted!”

Daring started forward cautiously. “Who the hay are you?”

“I’m a friend of Sunny Spring. We’ll rendezvous with her after we get off the train.”

Her brow creased, and Max tasted sour suspicion wafting from her. “Is that so?”

“Look, I know that teamwork isn’t your thing, but…” Max flicked her eyes to the cabin door, then back to Daring and winked. “But you do like winning more than you like hogging all the glory, don’t you?”

Daring’s eyes widened with a flicker of understanding. Her nod started off hesitant, then gained speed and conviction on the second one as she leaped alongside Max and said, “All right. Let’s get out of here.”

Max grinned. “Right, we should—”

The rest of the words died on her lips when she heard a giggle and a crackling hiss. She whipped her head around and felt her stomach drop through the floor when she saw Short Fuse sprawled on the carpet, using a match to light a grapefruit-sized cherry bomb with a manic, albeit sleepy grin on his muzzle. He clumsily set it on the floor and gave it a feeble push, sending it spinning towards them like a fat top before he passed out again.

“Oh, crab baskets,” Daring swore.

She darted forward to grab it, but Max was faster. She snatched it up with magic and bolted to the next carriage, searching for anypony’s emotional pings. Finding none, she yanked the door open with magic, hurled the bomb in and slammed the door. She then ducked back into Galleon’s carriage just as a deafening bang rattled the train.

All noise from Galleon’s cabin ceased.

“Let’s go!” Max cried, breaking into a gallop.

Daring didn’t need telling twice.

They both barged through the cracked door into the next carriage, and Max saw that the bomb had left a blackened smear of burnt carpet on the floor between a couple of wrecked seats and a table. More importantly, it had nicely blown out all the windows for their escape.

“Can you fly?” she asked as they crunched over shattered glass and halted at the window with the least jagged shards at the edges.

“With these?” Daring flared her tattered wings and shook her head. “I could manage a short flight, maybe more of a controlled fall, but I’ll wreck what’s left of my feathers. We’re going too fast and too close to the ground. And, no offence big guy, but you’re way above my load-bearing capacity right now. Any chance you’re good at teleporting or levitating?”

“No. We’re out of luck,” Max said.

She stuck her head out and squinted as the wind clawed at her face and tugged at her mane. Far up ahead, the tracks shifted from a bed of rock and grass to a series of metal arches sitting on stone columns, spanning a huge ravine. The bridge was easily two hundred metres long and just about as tall at the ravine’s deepest point.

So we’re near Galloping Gorge now. That could work…

The ravine should give Daring Do enough space to more gently decelerate and reduce the risk of damaging her feathers.

“Wait for the ravine, then jump,” Max said to her. “I’ll find a way to—”

The door behind them burst open, and she heard the pounding of rapidly-approaching hooves.

Hayseed, can’t a girl get a break?

Max charged up a spell on her horn as she whirled round to take aim at the newcomer. Galleon came into their carriage at a gallop, with steely eyes and dishevelled mane, but before she could release her spell, a fuzzy, bluish-purple missile rammed into her and sent the world spinning. Her magic fizzed out, and she cracked her head against something with a hard edge. Stars winked in and out of existence before her eyes.

The thestral snarled in her face, then yelped when Daring tackled her from the side and grappled with her underneath a table. Max ignored their combined grunting and scuffling to focus on the furious unicorn stomping towards them, his horn ablaze with purple magic.

She rolled and evaded the first bolt, but the second one grazed her in the rump just before she took cover behind a seat.

Should have become somepony with a smaller butt…

Max ground her teeth and shivered as the stun bolt sent lightning coursing through her nerves. After a couple of seconds, she regained enough control to peep above the chair, just in time to see Galleon flinch and cry out when Daring splashed something directly in his face.

“Furlong, get the bag!” he cried, fumbling around with his eyes scrunched tight as reddish-purple liquid dribbled down his cheeks and muzzle.

Behind Daring, the thestral crouched low in preparation to pounce on her. At the same time, the grass and rock outside dropped out of view, and she felt a series of little jolts as the train crossed onto a different set of tracks for the bridge.

Max leaped out of cover and blindsided Furlong with a body slam. She didn’t stick around to see the results. Instead, she wrapped a foreleg around Daring’s barrel and ignored her protests as she charged towards the window.

“Are you nuts?” Daring cried. Her wings squirmed and fluttered against her sides, but Max didn’t let go.

“New plan!” she shouted back over the roaring wind as she leaped out the window and into empty space, with the trees and river far, far below them.

After about a second or two of freefall, she shapeshifted out a pair of massive pegasus wings to brake, grunting when the sudden air resistance threated to pluck them out of their sockets. Once they’d slowed enough, she beat them furiously to gain height and hovered in the shadows beneath one of the bridge’s arches. The rusty metal trusses offered no suitable surfaces for perching, and they looked far too angular and edgy for them to wedge themselves in the gaps for any length of time without serious discomfort or injury.

“No good. We’ll need to land and make a run for it,” Daring said in an undertone. “Hurry, before the crazy bat gets a good vantage point.”

Max shook her head. “They’ll be expecting that.”

“You got a better idea?”

“Yup, but I need you hanging on my back for it to work.”

Daring cocked an eyebrow at her, but nodded. “I can do that. On three?”

“Three!”

Max heaved Daring up and released her, then pulled her wings in tight for a quick dive whilst Daring flared her own wings. Once directly beneath Daring Do, Max reopened her wings and grunted when she landed on her back, straddling her just right to leave her wings relatively unhindered. She then flew straight towards one of the arch’s support columns, banked up sharply just before crashing into it, and then beat her wings once for some gentle forward thrust so that she hit it with all four hooves, poised like a mountain climber. Except that she had no rope.

Daring murmured something that sounded like a curse as Max climbed up the column like an ant, and a little more loudly once she hit the arch’s curve. The cold metal trembled as the train roared overhead, but her natural adhesion still held, even with the extra weight.

When she felt Daring’s hold slipping, she paused and said, “Uh, you’ll probably want to change sides once I go upside down.”

“Way ahead of you.”

Max held still as best she could whilst Daring climbed and clambered until she straddled her chest and midriff rather than her back, leaving all four hooves dangling over empty space.

Yeah, totally not an awkward position at all.

“For the record, I didn’t—”

Daring cut her off with a primary feather to the lips, then pointed it to the other end of the bridge. The train had finished crossing, and its heavy rumbling dwindled with each passing second until only the howling wind remained. Down below, a lone bluish-purple thestral, probably Furlong, glided in slow, lazy circles at half the height of the support columns, sweeping her gaze to and fro as she scanned the dense vegetation on the steep slopes of the ravine. A few seconds later, the big, red pegasus joined her search for them.

How long can you keep this up? Daring mouthed at her, flicking her gaze to Max’s hooves and back.

At first, Max thought of simply asking why the need for such silence when they were so far away from Galleon’s hirelings, but halfway through opening her mouth, she remembered that thestrals supposedly had freakishly good hearing. She had no idea if they were that good, but they probably couldn’t afford the risk in case she flew close enough to hear them.

I can do this all day, she mouthed back.

Okay. Then we wait, Daring replied with a nod.

Furlong and Blizzard did look up to see if anypony was hanging on to the metal tresses, but they didn’t come close enough to get a good look underneath the arches. Even if they did, the somewhat cloudy sky was probably still bright enough to keep anything on the underside of the bridge hidden in relative darkness. That might change come nightfall, but judging by the sun’s position, they still had hours until that happened.

And even if they did wait that long, they had no reason to suspect anypony hanging upside down beneath one of the arches. Max didn’t think anypony but Daring had seen her shapeshifting.

Right, that’s going to be a problem, isn’t it?

Max could taste some apprehension and distrust coming from her, and she couldn’t ignore the thumping of Daring’s heart against her chest whilst they kept their eyes on the pegasus and thestral below.

On top of that, now that things had quietened down, she could feel ghostly voices whispering in the back of her mind, like the ones that had come from the rune stone; Daring probably had one in her satchel. Max would’ve preferred to chuck it away, but she couldn’t see any chance of agreement from Daring, so she simply ignored them as best she could.

She just hoped they wouldn’t drive her crazy…

* * * * *

Furlong and Blizzard searched for literal hours, widening their spirals to cover more and more ground in either direction of the ravine. They occasionally dropped below the canopy as well, and Max surmised that Daring must’ve taken something really valuable in addition to the rune stone for them to waste so much time and effort. She’d lost count of the number of trains that had thundered overhead in either direction since theirs. All throughout, Max and Daring kept still and deathly silent.

At sundown, when half the sky had turned purplish-orange in stark contrast to the dark blue of the Unicorn Range on the western horizon, they finally stopped searching. Blizzard flew northwest, presumably to report to Galleon, whilst Furlong disappeared into a large tree overlooking the ravine and didn’t come back out.

Clever. Sneaky, sneaky…

Furlong must’ve used the same tactic to stalk them all the way from her house.

Her tree was easily more than three hundred metres from their spot, so Max felt safe about using her voice once more.

“Finally. I thought they’d never leave,” Max whispered. “Unless you want to sleep on me all night, we should get moving. I don’t think we’re going to get a better chance.”

“Well, you are pretty comfortable,” Daring said with a hint of a smile as she ran a hoof through the thick coat on Max’s chest. “Where did Sunny Spring find a hunk like you?”

“Uh, is this really the best time to be discussing this?”

“You’re right, how silly of me. I’ve got a better question.” Her face hardened, and Max felt something sharp poking her side as Daring leaned closer and growled, “Where is my friend and what have you done to her, changeling?”

Max blinked. “Excuse me?”

Daring smirked. “Come on, don’t play that game. You started off as a unicorn and pulled a pair of wings out of your bunghole after jumping off the train. You didn’t even bother hiding your horn after that, so you can’t even claim I’m misremembering things after having a stroke. I noticed your magic’s green, too.”

“I… I see. What if I told you that there is no Sunny Spring? I made her up to fit into pony society, and I just took on a different character after ditching Speckle and Wind Shear.”

“I’d say that’s an awfully convenient story, and that you’d better start spilling your guts before I do it for you. I’ve taken down prison guards bigger than you with nothing but a spoon and teacup.” She pressed the sharp object into Max’s hide, then waggled her eyebrows menacingly. “Just imagine what I can do with a can opener.”

She probably meant it. Max tasted no deceit on her, only grim determination and a bit of fear, presumably for her ‘missing’ friend. She would’ve loved to make a smart-flank comeback to Daring’s threat, but anything more than a mild squabble would likely draw Furlong’s attention to their impromptu roost.

“What’ll it take to convince you that I’ve been with you right from the minute you broke into my house?”

“Hah. I’m not giving you any hints. Start talking.”

Max took a moment to gather her thoughts, then grinned roguishly. “That secret ingredient in your tea last night? That’s the same stuff we use to keep ponies sedated in their pods. Puts you right to sleep when ingested, almost indefinitely if your lungs are also flooded with it.”

Daring’s eye twitched, accompanied by a spurt of revulsion when she made a gurgling noise in her throat. “I—what? You made me drink your excretion?”

“Secretion,” Max corrected. “Totally different thing. Also, it’s completely harmless. I seem to remember you asking for more.”

“I… Heh. Okay, was a good one. You almost had me.” Daring chuckled and shook her head. “But it doesn’t rule out simpler explanations; you could’ve easily been spying on us right from the beginning.”

“Maybe. But I’m the only one who can activate those black stones that you guys are crazy about, and I’m pretty sure it’s because I’m a changeling. I’m not related to any powerful warlocks or necromancers, but my mother did beat Princess Celestia in open combat, once.”

Daring opened her mouth, then closed it slowly. Max could practically see the gears working in her head as she averted her eyes, deep in thought.

“I’m right, aren’t I?”

“It’s… possible.” Daring frowned at her and harrumphed. “But really, we’ve known about these stones for hundreds of years. Are you telling me that a changeling has never bumped into one of these in all that time?”

“I know, right? It’s almost like saying that everypony would’ve caught on to Daring Do being totally real by now,” Max retorted with a grin. “But that’s crazy talk.”

Daring narrowed her eyes. “Point taken.”

They lapsed into silence. By then, the sun had already sunk below the mountains in the west, and the wind had slowed to a stiff breeze that rustled the trees far below. Perfect conditions for napping, or a nightly glide.

Eventually, Daring broke the silence with a sigh and stopped poking Max with her sharp tool. “Well, I don’t have a better explanation, and right now isn’t the best time for fact-checking, so I guess I’ll go with your story for now… Miss Spring.”

“Hey, that’s the spirit!” Max said with Daring’s voice.

Daring Do’s ears twitched, and she blinked a couple of times before saying, “Is that what I sound like?”

“Uh huh.” Max nodded enthusiastically, then reverted to her scratchy, real voice. “By the way, my real name’s Maxilla. Just call me Max.”

“You a guy or girl?”

Max rolled her eyes. “Girl. But that’s not really important to a shapeshifter unless we’re talking about fertilising eggs.”

“Right. But I’m guessing you don’t want me using your real name when you’re disguised. What do I call this big guy?”

Oh grub.

Max bit her lip.

She’s totally going to judge me for this, isn’t she?

Steeling herself, she switched back to her heroic, masculine voice and said, “I’m Valiant Dawn.”

Mirth dribbled from Daring as she raised an eyebrow. “A little auspicious, don’t you think? Your size and colours really won’t blend in anywhere, except maybe a carnival.”

“Well, I figured since this’ll be my only chance ever to be in a Daring Do adventure, I’d go as my original character.”

Daring sniggered.

“Hey, cut me some slack!” Max growled indignantly. “He’s my first OC and I’m a little attached to him. Sure, he was awful at first, but I got better at writing him on my fifth or sixth fanfic. At least he’s not a red and black alicorn.”

“Thank Celestia for small mercies.” She shuddered, then prodded one of Max’s wings and said, “Still an alicorn, though.”

“I cheated because we were in a pinch. I’m supposed to be a unicorn, if you remember.”

“Right, right,” Daring said with a placating smile. “Relax. I’m not judging.”

Max narrowed her eyes.

Daring Do managed to keep a straight face for a whopping two seconds before a giggle burst out of her. After recovering, she grinned sheepishly and said, “Okay, maybe a little, but at least you’ve gone a long way towards making me think you’re really Sunny Spring after all.”

“Right.”

Max stole a glance at Furlong’s tree, but it was too far to make anything out, and she’d already had her eyes elsewhere for too long to be sure that she hadn’t found a new roost. They’d simply have to operate under the assumption that she wouldn’t bother moving from such a good vantage point.

“We really should get out of here,” she continued, turning back to Daring. “It’s weird enough having this conversation with you on top of me the whole time. I’m surprised getting off wasn’t your first priority—a-a-and that came out wrong…”

“Very interesting choice of words, Valiant. This a fantasy of yours or something?” A huge smirk lit up Daring’s face as she stroked Max’s cheek with a hoof. “Maybe I’ve been using scepticism as an excuse to keep snuggling with this awfully chiselled stallion just a little bit longer, hmm?”

If Max had her regular wings out, she was certain that they would’ve immediately flushed bright blue and teal. And had she written this in any of her stories, she would’ve instantly found herself surrounded by an angry mob of readers accusing her of blatant, amateur wish-fulfilment.

She stared at Daring Do for a couple of seconds, frowning. “You’re messing with me.”

Daring’s head tilted slightly. “Am I?”

Hayseed, she’s got a good poker face. Max couldn’t even taste her feelings.

The silence stretched.

Then, Daring Do chuckled. “That was a joke.”

A sigh escaped Max. “Okay, now can we—”

Her words turned into a pained grunt when Daring suddenly straddled her with significant pressure and dug a hoof into her ribs.

“Or was it?” Daring’s eyes glinted with steel as she leaned closer.

Max flinched when Daring gave her a peck on her cheek.

What the hay? She simply stared with her mouth forming an ‘o’.

“Just remember, you’re not the only one who can play games,” Daring whispered in her ear, then patted her satchel in emphasis. “I’ve still got the can opener, plus a whole new bag of tricks that Galleon shouldn’t have put within hoof’s reach. Don’t make me regret trusting you, and we’ll both make it out of this adventure alive and well. Got it?”

When her affirmative came out as a squeak, Max switched to a hasty nod.

Daring’s infectious grin sprang back into place as if nothing had happened. “Good! Now, what’s your plan for getting us out of here?”

Hayseed, what the heck was that? Daring Do isn’t supposed to be this terrifying! Did… did I just get out-changlinged by a pony?

Max took a slow, deep breath to steady herself.

Well, it’s Daring Do, so no shame there.

She let her breath whoosh out through her nostrils.

Yeah, keep telling yourself that.

“Okay, just leave it to me,” she said, thankful that her voice had stopped quavering.

Climbing up onto the tracks proved a little tricky, but they managed it with minimal noise and emerged on the side opposite from Furlong’s roost. The tracks had a higher elevation, too, so if they simply stayed on the far side and kept a low profile, they could remain completely out of the thestral’s line of sight.

They backtracked southeast along the bridge, placing each step steadily and carefully so as not to risk Furlong picking up on any clip clops if the wind died down at an inopportune moment.

At length, they reached the end of the bridge and broke into a canter once they found softer, grassy ground to muffle their hoof falls, angling towards the woods in the south as the terrain allowed. What little moonlight penetrated the clouds still provided ample illumination for her, though Daring evidently had a lot more trouble seeing under those conditions, as she occasionally stumbled over debris or uneven forest ground.

They stopped only once they’d gotten deep enough that even a patrolling thestral couldn’t possibly see or hear them from any reasonable height. A rocky overhang with a partially uprooted tree leaning against it provided them with good protection from the stiff breeze and cover from any eyes in the sky.

“Well… that was… quite a detour,” Daring said in between pants as she lay down on the crunchy bed of leaves and began taking stock of her satchel’s contents.

“No arguments here…” Max took a moment to shapeshift her wings away, then collapsed into a weary heap as soon as the green flames vanished. She chuckled. “Not that I’m complaining, though. That was kind of aweso—”

A chill settled in her spine when she felt those cold, clammy voices slithering at the back of her mind again. When she turned and saw Daring Do inspecting a black, inert rune stone in her hoof, Max winced and scooted a little farther to her side of their shelter.

Almost forgot about those…

“Galleon got our stone, but I managed to nick one of his own when he wasn’t looking,” Daring said.

“We lost all our notes too, huh?”

“And we got some of his in exchange, so it’s not a complete disaster.” Daring grinned and unfolded a map peppered with scribbled notes, circles and crosses and spread it out on the leafy ground. “If I’m reading this right, we’ve just found our next destination; Galleon plans to find this ‘master’ of his in the mountains far west of White Tail Woods.”

Max peered at the map and tapped her chin. “Figures. It just had to be somewhere deep in uncharted territory.”

“Not to the archaeological community, it isn’t,” Daring said, waggling a feather at her. “We found some ruins there a long time ago, but it was too deep in dangerous land and not elaborate enough to be worth further exploration. Couple of walls here, some pavement there… Nopony’s cared to take another look since.”

“Until now.”

Daring nodded. “Until now. And it looks like these stones might be the keys Galleon needs. You saw how pushy he got about learning our secret for activating them. Speaking of which…”

She held the stone out to Max. “Care to give me a demonstration?”

Max winced. “Does it have to be tonight?”

Daring kept a straight face and didn’t retract her hoof. “I won’t force you, but unless I get confirmation that you weren’t lying about it, I can’t trust you to watch my back when I sleep. And I really would rather get some shuteye tonight.”

It’s a test, isn’t it?

Her midriff and ribs ached from her scuffles with Wind Shear and Furlong, and her limbs felt like they’d already turned to jelly. But then she spotted a couple of fresh bruises on Daring’s hind legs and neck, plus a rather long cut along her left flank caked with dried blood, and decided that she probably wouldn’t want to have an irritable and possibly violent travel companion in the morning due to lack of sleep. With her dishevelled mane and bloodshot eyes, she looked just as ready to drop and nap through all of the next day as Max felt.

Sighing, Max got up onto all fours and put on a confident smile that she didn’t quite feel. “Well, since Valiant Dawn’s supposed to be quite the gentlecolt, might as well play the part.”

Daring rolled her eyes, but the corners of her mouth did curl up a bit as Max reached out with a hoof.

She paused just a couple of inches from touching the stone. The voices in her head had risen to a hair-raising chorus, and her brain itched.

“This one feels a little different,” she warned, frowning. “I don’t know what’ll happen to me, but…”

“Don’t worry, big boy. I’ll keep you safe if it knocks you out.”

As soon as her hoof made contact with the stone, the voices ceased. The world dimmed until even she had difficulty making out the surrounding trees. Dark columns rose up from the ground, until it looked like a shadowy auditorium had materialised around her, superimposed over the forest. She could still see Daring Do, albeit drained of her colours and unblinking, frozen in time. Thousands of eyes encircled her, twinkling like black stars.

Within moments, a cloud of smoke whirled up from the ground and occupied the same space as Daring Do. It coalesced from the darkness into a chitinous figure that looked awfully similar to a changeling queen, except that it had the thicker musculature of an earth pony stallion. Everything else looked frail and wispy in comparison.

Max couldn’t move. She could hardly blink.

The figure’s teal eyes bored right into her soul, and the darkness around her whirled into a blaze of colours.

She felt like a comet shooting past rivers, trees, hills and mountains, right into a dark tunnel that went into the heart of the world. And then… a city of black stone arches, towers and bridges.

“Come.”

She felt drawn forward, but the pressure around her suddenly lifted, and she could see the forest and Daring Do again. The figure tilted its head ever so slightly, as if surprised.

It reached out with a hoof to touch her face…

Oh, grub no.

Max pulled away with every ounce of her will in every possible sense of the word, and the outside world gradually regained motion, one ponderous fraction of an inch at a time. Just before its hoof touched her chin, something snapped, and Max jerked backwards and fell onto her rump with a gasp.

Daring dropped the stone and rushed to Max’s side. “What happened?”

“I think Galleon’s master might actually be a changeling.” She winced and rubbed her temples as she tried to recall the details of the vision. “And you’re right about the map. He showed me the way. I think I’ll know the entrance when I see it.”

“Well, that’s not ominous at all,” Daring said dryly.

“Still… worth it.” Max inclined her head towards the glowing rune stone and grinned weakly. “Believe me now?”

Daring Do followed her gaze, then smiled and thumped her on the shoulder. “Yeah, I do. You go ahead and get some sleep. I’ll take the first watch. We can talk more in the morning.”

Max dragged herself to the cosiest spot underneath the rocky overhang and collapsed with a sigh. The whispers continued crawling inside her skull, but she couldn’t find the strength to care about them anymore.

Still, she did feel obligated to show a little courtesy.

“You sure about that?” she asked, yawning widely as Daring stuffed the stone into her satchel and plodded off a bit, to where she had a better view of the surrounding area.

Daring sat on her haunches, and Max tasted sweet, golden pride seasoned with a hint of companionship leaking through her shell of mistrust.

“Yeah, I’m sure. Welcome to the team, Max.”

Chapter 4

“Do changelings make honey?”

Max nearly choked on her mouthful of boiled wild oats. After a brief fit of coughing, she looked across their smouldering campfire to give Daring Do a deadpan stare and drawled, “Do I even remotely resemble a bee?”

“Not now you don’t, but I’ve seen a few depictions of changelings.” Daring cracked a grin. “And I’m pretty sure even a foal can point out a few similarities.”

She raised an eyebrow and retorted, “Do pegasi puke to feed their kids?”

“No, that would be griffons.” Daring chuckled and took a sip of wild berry tea. “But I get your point. No honey, then.”

“Well, you did get the next best thing.” Grinning, Max stretched on the leafy forest floor and raised a foreleg. Spots of morning sunlight penetrated the canopy and danced on her male persona’s rugged, blue coat, and green flames danced around the hoof to reveal black chitin and a couple of pores. She waggled her eyebrows and added, “If you ever want another sample, just say the word!”

“Ugh. Nothing personal, but I’ll stick to stuff that isn’t someone else’s bodily fluids, thanks,” Daring said with a wince. She then gently blew on her steaming cup of tea – Max caught a whiff of wild berries in the steam – and then added thoughtfully, “Although… you might be able to start a business empire selling that stuff. It works better than any sleeping aid I’ve ever tried.”

“Looks like you could use one right about now,” Max said as Daring Do yawned widely.

Come to think of it, so could I…

They’d lost nearly a whole twenty-four hours recuperating deep in the woods just south of where they’d jumped off the train, which included sleeping throughout most of the next day, too. Come nightfall, they’d abandoned camp and set off to the southwest, running through the denser parts of the forest whenever they could to stay hidden from any watchful eyes in the sky. And in the places where they had to cross open grassland or rivers, at least they had the cover of darkness to reduce the chances of being seen.

Max hadn’t noticed any signs of Galleon’s followers tailing them, but she and Daring were quite sure that he would have set a few pegasus sentries at strategic locations on the way to the ruins in the deep southwest. Anything that reduced the odds of detection or interception meant more time to get their act together before the inevitable confrontation.

Whatever that’s going to involve.

She had no idea how the two of them were supposed to stop an entire cult on their own, let alone some ancient evil awakening in a long-forgotten city. Then again, if the books were anything to go by, Daring would figure something out once they saw it for themselves.

That pretty much left them with nothing to do but run, eat and sleep. And run they had. Almost non-stop, for the last ten hours or so.

Max could feel her muscles throbbing as she shifted to find a more comfortable place on the leaf litter with fewer sticks and stones.

Ouch. I’m gonna feel that in the evening.

In the absence of a proper bed, she would’ve preferred to sleep hanging upside down, just like she used to in the hive, but that would’ve been a dead giveaway that Daring’s unicorn companion was more than he seemed. It was way too early to show all their cards, so she just had to deal with it.

“You go on and get some shuteye first,” said Daring. She downed the last of her drink and rose, stretching like a cat. “I wanna forage for a bit.”

Max pushed through the onset of drowsiness and raised an eyebrow. “What’re you looking for?”

“Oh, important stuff,” she said, twirling a hoof vaguely. “Things like food, medicinal herbs, kindling, that sort of thing. I’ll need daylight to correctly identify some of them, because let me tell you, putting mashed warlock’s bloom on an open wound instead of sunbulb is an absolute nightmare.”

Max knew little of herbalism, so she just took her word for it and nodded. “Okay. Stay safe.”

“Right back at you. I’ll stay within earshot from camp. There should be plenty of what I need close by. Yell if anything goes wrong.”

“Noted.”

Just before nodding off, Max remembered to smother their campfire with dirt. The last thing they needed was a forest fire from stray embers.

Daring Do woke her up sometime around mid-afternoon to swap roles, and Max noticed a thin sheen of mashed plant matter over her cuts and bruises that smelled faintly of earth, mint and… something a little more pungent that reminded her of a very ripe bog in the heat of summer. She wrinkled her nose and would’ve suggested an alternative, but Daring’s absent-minded scowl at nothing in particular changed her mind, so she simply kept quiet and climbed into a tree to kept watch whilst Daring lay down in the shadiest spot and went to sleep.

She amused herself snapping twigs and whittling them down into imitations of quills and pens with varying degrees of success, wishing that she’d brought along a book to read or maybe some stationery and paper so she could work on her own stories in the meantime. Probably for the best, since it would’ve gone against the whole point of keeping watch for danger, but heck if it wasn’t all so boring. She’d even gone over Galleon’s stolen notes, but most of it went right over her head, and she’d already memorised most of the map and where their destination lay in relation to everything.

Eventually, she managed to work herself into a kind of mental torpor in which she just had enough alertness to notice animals coming and going, but with enough blankness to help speed up the passage of time.

By sunset, the sky had grown thick and heavy with rain-laden clouds just waiting to burst. Daring awoke to her slightest touch, and together they wordlessly broke camp and set off at a run in the deep shadows of the forest.

If they didn’t feel like chatting when they started running, the torrential rains that came down about half an hour later pretty much killed any further inclination they had for conversation. Thunder would effectively put any exchange of words to an abrupt end, and although the downpour did help to keep her cool from running so much, it made the forest floor treacherous with sticky mud and clumped detritus.

The leeches came out, too, but they much preferred her travel companion, and Daring Do had a rather miffed scowl on her face when she noticed a whole bunch of them twitching and dislodging themselves as soon as they got a taste of Max’s blood. She allowed herself a smirk as she used magic to pluck them off Daring’s hide whilst they ran.

Her muscles ached, but they maintained a steady pace as they traversed the woodlands. With some luck, they might cut down on the head start that Galleon had over them.

They came across a couple of docile bears along the way, which were apparently well-fed and too lazy to bother with them. Max had also sensed a wolf pack lurking around at one point, but they got through their territory quickly enough without incident.

The rain finally let up in the last couple of hours before dawn, and they settled down in a small but dense grove of chestnut trees. Daring started up a fire, using a scavenged bunch of hard sticks and fungi that produced a steady flame with very little smoke. Max, on the other hoof, performed a leisurely sweep of the area for animals or ponies, and to allow her pounding heart and gasping lungs to calm down. Finding none worth their attention, she returned to camp and saw that Daring had already gotten some water boiling in a tin pot and was busy cleaning up the salves she’d applied to her injuries.

Max collapsed onto the soft, leafy and most importantly, dry ground by the fire and sighed. Changelings normally didn’t get bothered by rain since water just slid off their chitin, but maintaining a soaked coat for hours really made for an awful night. Worse still, simply putting a little pressure on her ribs sent brief jolts of agony through them like nails; she hadn’t quite recovered from the pummelling she’d received from Wind Shear and Furlong.

By then, Daring had finished wiping her wounds clean with their limited supply of gauze, and just as she reached for her little jar of freshly-mashed poultice, Max cleared her throat and said, “It’ll be faster if you let me help.”

Daring paused and raised an eyebrow. “Does it involve changeling goo?”

“Uh… yes.”

“I think I’ll pass, thanks.”

Max squinted at the assortment of cuts, welts and bruises on Daring’s limbs, especially her wings. Most of the lacerations had lost their angry redness and turned a healthier shade of pink, the bruises didn’t look quite as dark as before, and new feathers had begun replacing the tattered ones. Daring clearly had a way with herbal first aid, but with all the running they’d done and were going to do, Max wouldn’t trust her wounds to stay closed all the way.

“I get it. Our secretions weird you out,” she said with a roll of her eyes, “but we also know that it speeds up healing more than anything short of a healing spell. And the resin will keep your wounds from splitting open again while we’re running. The sooner you can fly, the sooner we can reach this lost city and stop whatever Galleon’s up to.”

“Hmm…” Daring cast a sideways glance at her wings and fluttered them experimentally, then turned back to Max with a frown. “You know, I’m supposed to be the pragmatic one here, but you make a good point. So how does it work?”

Max tilted her head. “Uh… you just hold still while I remove those bandages and put stuff on your wounds. It’s not a magic ritual or anything.”

“Right, right.” Daring nodded sceptically and shrugged. “It’s just that there’ve been all sorts of stories going around since you guys attacked Canterlot. Apparently, there’s this professor who insists that contact with any fluids from a changeling is tantamount to a proposal, and some stallion found himself married to one of their top spies, and father to a few bug-pony foals after she laid her eggs in his stomach.”

“What?” Scowling, Max scanned her for any indication of deceit, but found none. She then had a fit of sniggering and said, “Okay, that’s got to be the best rumour I’ve ever heard. You sure that wasn’t supposed to be his draft of a horror novel based on us?”

“With that guy, it’s actually kinda hard to tell.” Daring grinned ruefully. “So… no side effects?”

“Course not.” With a snort, Max placed crossed a foreleg over her chest. “Cross my heart and blah, blah, blah. It doesn’t mean there’s anything between us and you’re not going to wake up as a changeling tomorrow or anything crazy like that. Just think of it as medicine you can get on site and on demand. Seriously, this can’t be worse than what you find in a spa; ponies pay big bits to put the weirdest things on their faces.”

“Actually, that’s a pretty good point…” Daring sighed and gingerly stripped off her torn shirt, revealing a few more ugly welts on her back that she couldn’t properly treat by herself. A couple of them oozed clear fluid.

Ouch.

Max winced sympathetically as she leaned in closer to sniff her wounds. None of them smelled infected, and Daring had done a pretty good job of keeping them relatively clean with what little they had, but she could do better. After getting a nod from Daring, she shifted her forelegs back into their natural forms and began applying ichor to her injuries, and sealing off any open wounds with sticky resin that would soon harden and dry into a protective layer. Once done with the untreated wounds, she moved on to remove the patches of gauze and bandages on Daring’s other injuries to repeat the process.

Whilst she worked, Daring craned her neck back and gave her a sideways glance. “Hey, while you’re at it, care to fill me in on the full extent of your transformation powers? I’d like to know what you’re capable of before we tangle with Galleon again.”

Max blinked a couple of times. Transforming was such an integral part of changeling adulthood that she’d never really thought about how best to describe it. It would be like asking a pony what they’re capable of in terms of breathing.

“That’s pretty general. Where do I start?” she asked.

“I dunno, you tell me. How about…” Daring shrugged and held a hoof out several inches above head height. “How big can you get? Can you disguise yourself as a puddle or squeeze through tiny holes like jelly?”

“Hah. I wish. There are serious limits on what we can do. The further we go from something pony-shaped and of equal mass to our basic form, the harder it is to do and maintain.” Max then gestured at her muscular body and continued, “This guy’s my upper limit. Any bigger and I’ll have to cut corners somewhere just to avoid burning out, like making him lighter than a stallion his size should weigh. Or the opposite – I can turn into a foal, but it’ll be so dense that I’ll sink like a stone in water.”

Daring nodded. “Makes sense. Is that the standard?”

“Heh. I’m above average.” Max grinned for a moment, then soured up when she remembered Thorax. “I’ve got a brother who can turn himself into a rock the size of a pumpkin, but that level of talent’s wasted on him. Little grub’s afraid of his own shadow.”

“Pity. He might’ve been a useful teammate.”

Max thumped her on the shoulder. “Hey, I’m plenty good enough for what we need to do! Trust me, he’d be useless in a fight.”

Daring Do chuckled.

Max paused in her ministrations and frowned. “What’s so funny?”

“It’s actually nice to see that even changelings have sibling rivalry.”

“When something like ninety-five percent of us have the same mother, that’s pretty much the only kind of rivalry we can have.” Max rolled her eyes and snorted. “Also, rivalry? With him? Please. I’ve got dozens of siblings who hate my guts and might actually present a credible threat to my safety, but he isn’t one of them.”

Slowly, Daring turned around with a cocked eyebrow and knowing smirk. “You’re not actually worried that I’m going to treat you like a disposable sidekick, right? You almost sound like a teacher’s pet jealously protecting his status.”

“Have you even met any of your fans?” Max gave her a half-lidded stare. “There are ponies who’d love nothing more than to snip off a lock of your hair to display in a glass case or steal one of your clothes to sniff and cuddle like their blankie when they go to bed. Not that I’m into any of that… but you get the idea.”

Daring scoffed. “As opposed to ponies who have attempted to exsanguinate me, actually used my blood for summoning eldritch horrors and tried to carve out chunks of my liver to feed to their interdimensional pets? Please, most of my fans are pretty tame in comparison.”

“Yeah, well, just let me have this, okay?”

“Hah! Sure. Just… try not to centre your whole life on what I do.” A grave tone seeped into her words as her smile faded. “I mean, I have no idea what a healthy changeling lifestyle is supposed to look like—”

“Tending to hundreds of ponies in stasis pods and harvesting their love daily for consumption,” Max deadpanned.

Daring blinked a couple of times. “I see… But since you look like you fancy living like a pony, I’m just saying that there’s more to life than obsessing over me.”

“Sounds like something AK Yearling would say. She’s not as cool with fans as you are.”

“Familiarity breeds contempt, as they say.”

Max felt another scowl coming on as she probed Daring’s emotional output, but she didn’t seem to mean it as an insult. Besides, maybe she did have a point; the more time she spent in the hive, the more frequently she wanted to punch someone in the muzzle.

“What’s your deal with AK Yearling, anyway? Does she pay you royalties?”

“A fat bunch,” Daring said with a glint in her eyes.

Max thought she’d sensed a bit of crafty mirth leaking from her as well, but she had masked her emotions pretty well, and the moment had already passed, so she filed that thought away for later and said, “So that’s how you really fund your research, huh? You must be loaded with bits.”

“Uh, not exactly,” said Daring with a shake of her head. “Miss Yearling has a crazy-good lawyer, and insurance costs a bomb, what with all the stuff I usually end up breaking. Funding schools isn’t a trot in the park, either.”

Max raised an eyebrow. “Schools?”

“Of course! The more literate the population, the more potential readers there are for my series, and therefore more bits. But more importantly, influence. Colts and fillies – and apparently tonnes of grown-ups, too – practically worship fictional me already. Daring Do could probably declare herself empress of Equestria, and half the population will go along with it.” Daring raised both forelegs skyward and cackled. “And one day, when I choose to reveal myself, even the princesses will pale in comparison to my power. Muahahaha!”

The heck?

Max surreptitiously threw a glance at Daring’s saddlebags, searching for any strange plants or mushrooms that she might’ve eaten.

Seeing nothing out of the ordinary, she resumed tending to Daring’s wounds and mumbled, “Yeah, you really should’ve been born a changeling. You would’ve conquered Equestria ages ago. Heck, if you were my mother, I might never even entertain the thought of overthrowing you.”

“Heh heh. If your queen ever wants a consultation, tell her to send me a letter.”

Daring sighed and arched her back, flexing her foreleg and waving it around to test its full range of motion. The patches of drying resin stretched with her wounds, but didn’t break or leak fluid. Her eyes widened as she said, “Dang. These feel pretty good. I don’t feel like a mummy at all. Will they come off on their own?”

“Uh, sort of.”

“Sort of?”

Max scratched the back of her neck as she eyed the sparse strands of coat stuck to the edges of the resinous patches. “Well… yeah, they’ll eventually come off like normal scabs, but they’ll probably take a lot of stuck hair with them because they’re pretty tough. Unless…”

A raised eyebrow. “Yes?”

“This resin is usually for… restraining ponies – something you can add to our checklist of tricks, by the way – but our saliva dissolves it. It’ll make it less painful to remove if you want them off early, but I’m not sure you’ll want any changelings drooling on you.”

“Or over me, for that matter,” Daring murmured.

Max pretended not to hear.

Instead, she concentrated on patching up the last of Daring’s wounds. By then, most of the morning fog had lifted, and the sky had turned a light blue, with shafts of golden light blazing through the eastward gaps in the trees. Birds had come out in full song, and there was something rather picturesque of the grove with Daring Do sitting on her haunches, with her back to a strapping unicorn stallion.

Peering downward, she could see the wiry musculature underneath Daring’s coat that spoke of years of either hard labour or strenuous exertion. She put a hoof on one particularly gnarly knot of muscle and almost winced at how hard and tense it felt.

A stray thought occurred to her.

Should I?

She kneaded it gently.

Almost instantly, the muscle loosened up with a twitch, and a tiny sigh escaped Daring Do.

What the hay. I might as well.

Max ran both hooves systematically across Daring’s back, searching for more knots. Daring’s ears perked up as she did so, but she said nothing whilst Max worked on pressing and squeezing the tension out of her stiff muscles. A moment later, she even started leaning into Max’s hooves, with the tempo of her breathing wavering between soft hisses, sharp intakes and slow exhales to match the kneading of her hooves. Max could taste whiffs of relief, gratitude and even a little bit of pleasure leaking through Daring’s mask of impassivity.

Hayseed, the fanservice practically writes itself…

“Valiant.”

Not that she was above such things…

“Valiant Dawn.”

With a start, Max ealised that Daring had been calling her by her persona’s name.

“Uh, yes?”

“I’m going to kick your flank into Tartarus for starting this without warning.”

Max froze. Daring’s words had been delivered with all the casualness of one commenting on the weather, with the finality of a statement rooted in fact and not conjecture or wishful thinking. If she could sweat like a pony, she probably would’ve started dripping like an overfilled sponge right there.

“Then again, since you’re not half bad at this…” Daring reached around with a foreleg and pointed at the small of her back. “Right there. Get it.”

Wondering if it was just a trick, Max gingerly prodded the area and found a particularly hard bunch of muscle. Working the tension out of it took a little more strength, which had the side effect of sending a shiver up Daring’s spine.

“Ooh, yeah. That’s the spot,” Daring moaned as her wings quivered.

This is getting weird.

With a heavy sigh, Daring got to all fours and turned to give Max a critical scowl. “Okay, was that a cultural thing or your own idea?”

Max chuckled nervously. “Sorry. Had a brain fart.”

“Is that so?” Daring raised an eyebrow, then popped her joints as she stretched in place. A grin then split her face as she playfully punched Max in the shoulder. “Relax, big guy. I won’t kick your flank for overstepping your bounds so long as not a word of this gets out to the masses. Daring Do doesn’t melt when massaged.”

“Duly noted,” Max said with a weak nod.

“But seriously, try not to do that again.” Daring waggled single wing feather at her. “Let’s keep this professional, eh?”

That ship has probably sailed…

But Max kept her mouth shut as they went about the next task of foraging for food and water. After a quiet meal of berries and lightly-roasted chestnuts, they tidied up and doused the fire. The sun had risen well into the clear sky, which would practically eliminate any chance of stealth the moment they left the forest. They needed to be well-rested to resume running the moment it dipped back below the horizon.

The following night was pretty much the same routing of covering as much distance as possible while the darkness favoured them. They ran, ate, slept and kept a watchful eye out for predators and Galleon’s lackeys.

On the next sundown, the fifth evening after counting the train ride as their first day out, Max found herself woken by a somewhat annoyed Daring Do. It looked to be sometime just before dusk, with the sun still piercing the canopy with a few orange rays. But before she could ask about it, Daring hushed her with a sweep of her wing and motioned for her to get moving. She did so without complaint, knowing that something must’ve spooked her to silent urgency.

They set off at a canter and went westward for several minutes before they reached a dense thicket to hide in. After they’d hunkered down in the shadows, Daring said, “Just got dragon mail. Needed to relocate in case somepony had spotted the trail of fire.”

Max nodded. That makes sense.

Daring then tossed her a rolled-up scroll. “Take a look.”

Dear DD,

This letter is private and confidential, and is meant for your eyes alone. What you choose to do with the information I am about to disclose is up to you, but I can assure you that it is of the utmost importance.

A substantial gap of empty paper followed the first paragraph. Max glanced at Daring Do, who then motioned for her to continue and said, “Go on. I’ve read the whole thing already.”

Max nodded and unrolled it until she hit the next paragraph.

It was not easy, but I was able to acquire a damaged sample of one of those artefacts you mentioned, and I accidentally found something that it responded to.

The artefacts emit traces of light when in close proximity to changelings, and if my calculations are correct, they gain full functionality upon physical contact with one. The exact mechanism by which it does so currently eludes me, and I cannot discern their function without access to a complete relic, but I can say for sure that my rigorous experiments with the sample and a certain acquaintance of mine point to one conclusion:

Your partner is most likely a changeling.

I do not know how familiar you are with the species, but they are shapeshifters that excel at subterfuge and feed on the positive emotions of their victims. Most of them have been reformed very recently – both in cultural and physical aspects, fascinatingly – and are very nice now; my acquaintance is one of them. They’ll never pose a national threat again, probably, but individual ponies are still vulnerable to those clinging to their less savoury traditions.

If you have been feeling weak, irritable, depressed or confused for the past few days, then your partner is most likely the cause of it. Subterfuge and numbers are their biggest strengths, so if she is alone, you should be able to deal with her if she becomes hostile for any reason.

If you have been feeling any romantic inclinations, I would strongly advise getting some distance away from her to clear your head. It is not real.

Be careful, and good luck.

On the off chance that you are aware of the nature of your partner and have taken measures to ensure that she is sincerely working with you, then I apologise for being a bit of an alarmist. You never know, you know?

Max lifted her eyes from the letter and raised an eyebrow at Daring Do. “So… have you been feeling any romantic inclinations recently?”

“After you tried to skip a couple of steps yesterday?” Daring threw her head back and laughed. “Not a chance! But hey, at least we have solid confirmation that we’re on the right track. Finish it.”

On another note, you might be interested in knowing that your adversary is stepping up his game. There were several break-ins and thefts at universities and museums across Equestria in the past few days. Worse still, they were quite brazen about it, using sheer force and speed to overwhelm security. A couple of royal guards were even injured by the use of explosives and other weapons in the University of Canterlot.

If things start looking like you might need support, just send word and I will do what I can to dispatch a squad of guards to your location. I might even join in if timing permits and if you would have me.

Good luck!

Your friend,

TS

PS: I was TS’s assistant for testing those relic fragments. She has introduced me to your books. I think I like them, and I would love to meet you one day.

A hopeful future friend,

Tx

Max scowled at the second set of initials. Apparently, one of her siblings had just up and decided to get all close and friendly with Public Enemy Number One of the hive. Worse still, it sounded like most of the hive had gone along with it and made nice with ponies. That is, if Twilight was telling the truth. She knew that ponies had other ways of ‘reforming’ anyone who didn’t agree with their way of getting all warm and fuzzy.

Oh, hayseed. It can’t be him…

Then again, he would be the first to get in line to kiss up to the ponies. And the letters fit, too.

It’s him, isn’t it?

“Something the matter?” Daring asked.

“Eh?” She looked up from the letter and saw Daring’s brow creased with concern. “Nah, it’s nothing.”

“You sure about that?” Daring glanced at the letter, then locked eyes with Max. “Sounds like things have been rough for your folks back home. Civil war or revolution, maybe even another battle with Equestria?”

“Either way, don’t care.” Max shook her head and stared off into the distance, taking in the sights of the endless forest in the fading light of dusk. She then chuckled. “Wanna know a secret?”

Daring sat down on her haunches by Max’s side. “Sure.”

“I got exiled because I read your books and kept a whole collection of them hidden in the hive.”

“Seriously?”

“Yep. Got accused of being a pony spy. As in, an actual pony disguised as a changeling, instead of a changeling acting as a double-agent for ponies.”

Daring blinked a couple of times. “Uh… okay. Wow.”

“Yeah. That’s my family.” Max grinned. “Changelings are stupid, too.”

“You know, that could be taken both ways,” Daring said with a half-frown, “but you’re probably right. So what’s eating at you?”

Before answering, Max dug a hoof into the soft earth and ploughed up a sizable chunk of dirt, revealing a half dozen tiny bugs and a couple of earthworms. They squirmed and skittered in the loose dirt and leaf litter, desperately trying to hide from the sudden exposure to cold air and light. She casually flicked up a beetle before it could burrow away, and it bounced a couple of times before it landed squarely on its back and wiggled its legs in a futile attempt to right itself.

They’ll never pose a national threat again, huh?

“Dunno. Depends on what exactly Twilight Sparkle means by reformed, the circumstances of said reformation, and how many of us were affected. Something feels off about the whole thing,” said Max, holding hoof over the beetle as if to squash it. “I’ve never really thought about what I’d do if I ever found myself the last of a dying culture. Or even species, because it sounds like the hive got its flank kicked extra hard this time. It’s… kinda sad. On the other hoof, maybe everyone just decided to pony up even harder than what I’ve been doing, and suddenly I’m not such a special snowflake of a rebel anymore. I don’t know which I’d find more annoying, and I don’t like being this unsure of my feelings. It sucks.”

A moment of silence stretched between them before Daring spoke again.

“Well, while you’re sorting it out, you can distract yourself by being stupid with this pony,” she said conspiratorially, wrapping a wing around Max’s shoulder. “Because we’ve got a whole doomsday cult to stop, and we’re gonna have do it without any backup. I need you functioning at a hundred percent for that.”

She raised an eyebrow. “No backup?”

“I’ve got no dragonfire to send a message back, and I’m not sure if mail service even exists out here. Besides, Galleon took the first stone you activated, so it’s going to be a tight race to get there before he does something we’ll all regret.”

Max considered it for a moment. Then, she grinned and stuck her hoof out. “No one ever said I was great at sharing. I’ll take all the stupid glory I can get.”

Daring grinned back and bumped hooves with her, then rose to all fours and squared her shoulders. “Clock’s ticking. Time to move.”

Halfway through the motion of rising up after her, Max paused to look at the still-struggling beetle. After watching it flail its legs around for a couple of seconds, she sighed and lazily flipped it right side up again. It scurried off to hide under dead twigs and leaves.

Well, this bug isn’t done yet.

By Max’s reckoning, the change in landscape had been pretty gradual for the past few nights. The prevalence of pines and deciduous trees had lessened the farther southwest they went, and they were encountering fewer and smaller stretches of grassland that pockmarked the forest.

However, this particular leg of their journey brought a rather abrupt change in scenery. After just a couple hours’ worth of running, Max noticed the forest rapidly giving way to dense jungle. Towering pines had all but vanished, and she only recognised a few beeches, oaks and elm here and there, surrounded by broad-leafed tropical evergreens draped in tangled masses of vines, creepers and ferns. Snakes slithered around in the thick undergrowth, and at one point, they even had to take to the air for a short while to avoid a manticore that they’d startled to furious wakefulness.

The warmth and cloying humidity didn’t bother her too much, but she could see that Daring had slowed down considerably, panting like a dog with a soaked coat. The absence of wind only made it worse, and they had to take breaks every now and then to rest and cool off.

A couple of hours before dawn, they came across strips of land where the trees thinned out considerably, allowing them a clear view of the mountains looming up ahead on the south-western horizon. Much of the soil was exposed there, and at first, Max took it as the result of some huge monster’s rampage. But after spotting swaths of vegetation sheared off at the stems, she realised that they had entered farmland. Rather haphazard and small by pony standards, but farmland nonetheless, as confirmed when they found uniform rows of seedlings and unusual vegetables farther in, growing serenely in the moonlight.

Max had not sensed the presence of sapient emotions aside from Daring’s muted output, and they hadn’t yet seen any lights or dwellings, but it was obvious from the lack of weeds that someone was tending to the land.

They slowed to a cautious trot and kept to the shadows, but Max couldn’t shake off a creeping anxiety that someone was watching or following them. Unlike the rune stone in Daring’s saddlebag, whose whispers she had learnt to ignore in the past few days, this new presence felt like it occupied a spot somewhere between instinct and imagination.

She caught Daring’s attention with a soft hiss and whispered, “Careful. I don’t like this place.”

Daring swept her gaze around the plantation and perked her ears. All around them, the jungle sang with the chirping of insects and occasional squeaks and squeals of larger animals. Eventually, she whispered back, “Are we in danger?”

“Can’t tell.”

Daring took another look, then pointed at a crude irrigation channel dug into the soft ground a few metres ahead. “I don’t like it either, but we’re running out of water, and that might lead us to a potable source. We’ll check it out and get lost real quick.”

“Okay.”

It turned out that a series of irrigation channels kept the crops watered, and they all led to a narrow stream with surprisingly rocky banks. Max didn’t think much of them at first, but she’d sated her thirst with the crystal-clear water, she realised that many of those ‘rocks’ had sharp angles and flat surfaces. Those might’ve once been part of a platform or low wall, or even steps.

Ruins.

“That’s the last one,” said Daring as she stoppered up a dripping-wet canteen. “Let’s go before—”

The sharp crack of a dry branch split the night, echoing in the darkness.

They froze in place, searching the darkness for the culprit.

A couple of seconds later, Max heard an eerie, whistling call of some night bird she didn’t recognise. The trees and bushes on the river bank rustled with activity, and before they could act, a semicircle of torches flared to life in rapid succession around them, blinding her with bright, yellow flames.

“—well… shoot,” Daring finished lamely.

As Max’s eyes adjusted to the light, the blobby shadows holding the torches gradually sharpened into six figures of varying shapes and height. Three of them were earth stallions, one looked like a diamond dog, and two were hulking minotaurs. All males, too, judging by their heavy musculature. They each held a torch in hand, paw or mouth, and in their other hand the three bipedals held tools like an axe or sickle that glinted in the firelight.

How the heck did I miss them?

Stepping forward, one of the minotaurs raised his torch high and uttered a string of melodic syllables that somehow didn’t clash with his deep, guttural voice. Max didn’t recognise any of the words, but he’d delivered them with a cautious tone rather than confrontational, and he’d kept a relaxed grip on his sickle the whole time, so she guessed that they probably weren’t in danger.

Yet.

That was good.

Less good was the fact that she could not pick up on their emotions at all. Daring Do might’ve kept her mental guard up around Max most of the time, but every now and then, she regularly tasted the gist of her emotional undercurrent beneath that mask. The minds of these jungle folk, on the other hoof, felt just about as lively as statues to her. Tasteless, colourless and utterly inconsequential to her hunger, like lower life forms.

And yet, they clearly showed as much intelligence and sophistication as anyone else. One of the stallions looked jittery as a mouse compared to his companions. The minotaurs both had their eyes wide and mouths slightly open with reserved delight, like explorers who’d just discovered something nopony had ever seen before, and the diamond dog wore the scowl of someone none too pleased at being woken up from a pleasant nap. In all likelihood, they owned and worked the land Max and Daring stood on, and judging by the similar tribal markings all over their limbs and torsos, had their own culture to boot.

Heck, even the little rune stone felt more alive to her senses than they did.

“Sorry. We don’t speak that language,” Daring said as she stepped out of the stream.

When her words were met with confused stares, she swapped to something that sounded like Zebrican. That didn’t result in comprehension, either, and so Daring began cycling through a series of phrases in various languages that Max barely even recognised. Each one was met with the same blank looks, until the leading minotaur strapped his sickle to his belt and held up a hand to stall her with an polite but firm smile.

Daring ceased her attempts at communication with a sigh, then shrugged when she met Max’s eyes.

The minotaur said a few words to the diamond dog, who then responded with a grunt and stepped forward to face them. Upon closer inspection, Max noted that his lanky stature and long, sharp muzzle more closely resembled a wolf than a dog, and he wore no collar. No jewellery of any sort, either.

“Pohnees, yas?” he rasped, working his jaw and tongue as if tasting something unsavoury.

“Yes.” Daring nodded. “We’re just here to—”

“No!” The diamond dog cut her off with a firm shake of his head. “Not I. Fahlow now. Find… good speeker than I.”

“Right. Lead the way, then,” said Daring with as she dipped her head and made a forward motion with a hoof.

If the words didn’t get the message across, her polite gesture certainly did.

They went more or less in the same direction that Max and Daring had originally taken, moving at a leisurely pace.

The three stallions took the lead, whilst the diamond dog flanked them and the minotaurs marched in the rear of their formation. Every now and then, one of the stallions would throw a nervous glance at Max; the minotaurs in comparison had far more confidence in their safety, if their rather animated chatter was anything to go by. At one point, Max saw one of them making flapping motions with his hands whilst giving Daring’s back a sideways glance, as if debating on the likelihood of her ability to fly.

Have these guys seriously never seen a pegasus or unicorn before?

“You once mentioned something about being able to pick up on emotions,” Daring whispered to Max whilst they walked. “I don’t think they mean us harm, but do you feel otherwise?”

“Something’s wrong,” Max whispered back with a shake of her head. “I can’t get a read on them. If I were blind and deaf, I wouldn’t even think that they were anywhere nearby. It’s freaky.”

“Huh. Neat.”

Max scowled at her.

Daring chuckled softly. “No offense. We can talk about it later.”

After about ten minutes of walking, they started seeing clusters of wooden huts in small clearings interspersed between clumps of trees and bushes. The ground also had fewer tree roots snaking around, and chunks of weathered stonework dotted the area, many of which had sunken into the earth. But farther in, they found a greater number of huts along with more substantial ruins that actually resembled walls, pillars and even a couple of broken arches. It was hard to discern their exact colouration in the moonlight, but nearly all of the stonework had the same black sheen as the little rune stone in Daring’s saddlebag.

Incidentally, the thing was still calling to her, and rather insistently in the last couple of minutes. She shivered when she felt its cold claws and whispers stroking the inside of her brain. She almost wanted to simply grab Daring Do and make a run for it.

Hang in there. It’s just a stupid rock. It can’t hurt you…

Save for their escorts and a few huts with smoking chimneys and dim light flickering from their windows, the whole village was fast asleep.

Just then, one of the stallions broke away from their group and went ahead at a gallop, presumably to notify someone in charge. When they finally caught up, they found themselves in a village square of sorts, with a circular stone platform in the middle that stood several inches above the ground and spanned roughly a dozen metres across. Unlike the loose cobblestones and trampled earth elsewhere, the stonework looked quite solid despite extensive weathering and the odd root bursting out of a crack or patch of dirt here and there.

Three figures stood in the middle of the platform. Max recognised the first pony from their group, whispering something in the ear of a grizzled, wizened earth stallion, with a long beard and thinning mane. He wore a simple headdress of woven reeds and small bones, and his markings looked far more intricate than his younger companion’s. Another diamond dog stood next to them, this one female and bent over with age. Unlike the others, she had only two or three bands of tribal markings on her right arm.

Their escort stopped and kept a respectful distance from the trio in the square, but one of the minotaurs nudged Max and Daring forward until they stood on the edge of the platform itself. The elderly stallion then beckoned them over with an easy smile and a few words in the local dialect.

“Chief Tilga welcomes you to our village,” said the diamond dog by his side in a thick accent. “I’m Carat, and I will speak Equestrian for him.”

“We’re honoured,” said Daring Do, inclining her head slightly.

“You’re from Equestria, aren’t you?” Max asked.

Waves of sour-yellow suspicion and annoyance radiated from Carat as she narrowed her eyes and growled, “Yes. But we are here to discuss your presence, not my history. Chief Tilga will begin.”

At Carat’s nod, Tilga smiled and spoke, pausing every now and then to allow her to translate.

“We have seen many outsiders like you crossing our land and going to the mountains, swiftly as the wind. The other chiefs say that many amongst them are violent, rude and care not for the living green of the world. They answer to no call but their own, and have been seen stealing crops and tools. You however, have at least shown some care in traversing our land, and therefore have been granted safe passage for now.”

Tilga’s brow creased, and his eyes hardened.

“Answer truthfully. Do you seek treasures in the mountains and beyond? Many have come and returned with nothing. Some are never seen again, for monsters lurk in the darkness beyond our borders.”

Max shared a look with Daring.

“These ponies you’ve seen are most likely the ones we’re following. They say that they’re searching for some ancient pony of great power,” Daring replied. She paused for Carat to translate it, and when the chief remained stony-faced, she continued, “We’re not sure if they’re telling the truth, but these ponies have been known to cause a lot of trouble for everyone back home, so whatever the case, we intend to stop them from achieving their goals. If they succeed, they might even pose a danger to you and the other villages.”

Whilst the chief thoughtfully pulled at his beard, listening to Carat’s translation, Max discreetly scraped at the platform’s black stonework beneath her hooves. Some of the surfaces had straight grooves and curving striations that suggested an intentional pattern rather than random wear and tear throughout the ages. She just needed to clear some of the dirt to get a clearer look…

“Valiant!”

“Eh?” Max tore her eyes away from the ground and found Daring Do scowling at her.

“Come on, don’t zone out on me.”

Whoops.

She’d already missed the chief’s response.

Not her fault, though. Between the foreign chatter of the jungle folk and the whispers in her skull, she found it increasingly difficult to focus on the conversation when she had a mystery sitting right beneath her hooves. Something massive, ancient and maybe a little terrifying. She just knew that it held a great deal of promise…

“I understand. You have no reason to trust us, and I can’t prove that we’re telling the truth right now,” said Daring. “But what’s the harm in letting us go after them? As you’ve said: at best, we come back empty-hooved, and at worst, we’re never heard from again. Either way, we’ll be out of your manes.”

Chief Tilga gave them a sad smile and shook his head.

“All life is precious, even if it unwittingly pursues its doom. I would sooner send you home angry and disappointed than allow you to cause your family grief. Go back. The mountains hold nothing worth dying for,” Carat translated. Once done, she snorted and growled, “He’s right. Be smart and turn back. Let those ponies waste their time. In his life, Chief Tilga has seen five expeditions sacrifice everything and still fail to find anything of value. He is doing you a favour.”

Daring Do let her breath whoosh out, and Max tasted a smidgen of exasperation leaking from her. She stepped forward and raised her voice slightly to respond, but Max didn’t hear her words. One of her hooves had lifted away from a pattern with tapering grooves pointing away from a central depression that looked suspiciously like a diamond dog’s paw. Or maybe a tiny dragon’s.

She took a couple of steps over to Daring’s former spot, and on a whim, placed her hoof directly on the depression where the owner’s palm would be.

The instant she touched the cold surface, the voices rose to a familiar crescendo and the world vanished.

Max found herself rising, rising, rising. Higher than the trees and hills. Maybe high enough to reach the clouds. In her mind, she could see the lay of the land like a cartographer’s rudimentary scribbling for miles around her position, with varying degrees of black and grey to distinguish geographical features. Faint, greenish lines snaked across the land like veins, forming a vast network that connected clusters of light to one another. The largest cluster by far lay somewhere in the mountains; it glowed like a bonfire compared to the fireflies everywhere else.

She didn’t get to enjoy the light show for long.

A prickling sensation at the back of her neck forced her to tear her eyes away from the spectacle below, and she stiffened when she saw thousands of shadowy figures surrounding her in the dark space she floated in, stretching to infinity. Despite her inability to make out their exact features, they reminded her of the Master that she’d encountered whenever she touched the rune stone, except that they did not speak, and they did not have the same force of personality as the Master. They felt more like those portraits in old castles that were a little too lifelike, with eyes that followed you wherever you went. A dark council of sorts, watching and judging.

Max flattened her ears as their invisible eyes appraised her every strand of hair, every inch of skin, every iota of disappointing inadequacy. She’d made the mistake of entering their presence still disguised as Valiant Dawn, a mere pony.

This isn’t me.

Max frantically tore into her foreleg with her teeth. Her disguise ripped away in pieces like wet, inky pulp that dissolved into smoke, revealing familiar chitin beneath. She worked feverishly, like a rabid animal twisting and flailing on the ground as it tore its own hide off. Eventually, the last repulsive scrap of coat and skin sloughed off, and she stood tall and proud before the dark council, a fully-fledged changeling.

But within seconds, Max felt as if her limbs had turned to jelly under the weight of their combined gaze. Their disdain still tasted foul and rotten, black as pitch. She did not belong. And yet, she could not find the will to hide or flee.

This isn’t me.

Trembling, Max raised her foreleg again and bared her fangs.

Wait, this is wrong…

And yet, ripping into her foreleg had never felt so right. Her chitin cracked and blazed with flame at the broken edges, crumbling to dust and green cinders that floated away in the wind. And beneath them she saw—

“Damnation, Max, snap out of it!”

Max heard a sharp crack and felt the world swing sideways. She tilted severely but managed to stop herself from toppling over at the last moment.

“Wha?” she slurred as she rubbed her smarting cheek.

Each blink brought back another little piece of the world, starting with the platform beneath her hooves. The grooves and striations glowed with the same eerie, green light as the little rune stone in Daring’s saddlebag, spreading across the entire platform, forming a pattern strikingly similar to the lights that she’d seen in her mind trip.

It’s a map…

Next, she noticed that only she and Daring remained on the glowing platform. The locals surrounded them with their torches tipped towards her, as if to fend her off like some wild animal, and all of them except the chief had some weapon or tool drawn whilst they whispered or muttered under their breaths to one another. The minotaurs and diamond dogs had wary frowns on their faces, but the ponies stared with wide eyes and their ears flattened back. Only Tilga had retained his steady composure, watching in silence.

Daring circled the edge of the platform like a trapped fish, with a nervous smile on her face and her wings held up to forestall any action as she met their eyes one after another and said, “Just—just take it easy for a minute, okay? He’s an associate of mine and doesn’t mean any harm. And I’m sure there’s a logical explanation for the lightshow.”

The heck is she on about? Why is everyone looking at me?

Max groaned. A dull ache throbbed behind her eyes, and her brain felt a couple of sizes too big for her skull. Her wings twitched and buzzed as she scrunched her eyes tight and massaged her forehead, but it did little to relieve the pressure. She then opened her eyes, and her heart skipped a beat when she saw right through the hole in her foreleg. Her teeth felt sharp, and a quick look downward told her that the rest of her body had reverted to their chitinous forms as well.

“T’chaak,” she muttered in her scratchy voice.

Some of the jungle folk collectively took a step back whilst someone behind Max uttered a sharp expletive, immediately followed by a whooshing sound.

Quick as lightning, Daring Do leapt towards her just as she whirled around to face it, and Max yelped when she saw an axe flying towards her neck. Just before the glinting edge connected, Daring deflected it with a powerful kick and sent it tumbling into a shrub.

“Okay, let’s not do that again.” Daring stood protectively in front of Max with her wings spread wide and glared at the male diamond dog who’d thrown the axe. He looked somewhat surprised, and when his tail drooped and he mumbled something in an apologetic tone, she continued, “Yeah, yeah, we’re all on edge. No harm no foul, but can we please get some non-violent communication going? Tilga? Carat? Lend me a hoof, here!”

Chief Tilga barked out a few stern words to the villagers, which at least got them to settle into less aggressive postures. They didn’t put away their tools or weapons, though. After exchanging a few words with the diamond dog who’d attempted to open Max’s neck, he then addressed them directly.

Whilst he spoke in their native tongue, Daring leaned close to Max and whispered, “Be ready to fly.”

She didn’t feel up to the task of using words with that headache, so she settled for a curt nod.

By then, Tilga had finished speaking, and Carat stepped forth to convey the message. “Kaal is sorry for his fearfulness; he will not attack you again unless commanded. I do not know if you are monsters or spirits, but if you spoke true and have no interest in our lands, then hurry and be on your way. Whether to the mountains or back to the north, I do not care. Keep away from my people and our homes, and no harm will come to you. Do you understand?”

“Loud and clear, chief. We’ll be out of here in no time.” Daring Do bowed, then nudged Max and gave her a pointed look.

Oh, right.

Bowing only aggravated her splitting headache, but Max simply grit her teeth and murmured, “Yes, we’re leaving.”

“Then go swiftly.”

Daring crouched low and leapt into the air with a powerful downward thrust of her wings. Good thing that enough of her damaged feathers had been replaced with healthy ones in the past few days for sustained flight. Max followed suit, but with significantly less speed as her diaphanous wings had trouble beating with the proper rhythm. Moments after her hooves had left the surface of the platform, the glowing patterns dimmed rapidly until the stone looked black and inert.

She found Daring hovering about a hundred tail-lengths above the platform and mutely waved her off when she tried to make a fuss about her wobbly flight. With one last look at the awed and/or fearful natives below, they set off towards the mountains together at the fastest pace Max could manage.

The farther they went from the village, the lesser the throbbing in her skull, and her coordination improved with every passing minute. Thankfully, the sky had a decent amount of clouds to keep them hidden from the ground, and a gentle tail wind meant that she didn’t have to fight to stay on course.

Once they’d put about a mile between them and that stupid platform, Max released a tremendous sigh. “Hayseed, I think I need a drink.”

“You’re telling me. Those guys totally flipped out when you went whoosh with the green fire.” Daring wiped imaginary sweat off her brow and shook her head. “Came close to giving me a heart attack, and I still had to keep them from going berserk until you woke up. At least they didn’t seem to know what a changeling is, or things might’ve gotten real messy. Sorry about hitting you, by the way.”

“Nah, you did me a favour.” Max chuckled and gave her a half-hearted grin. “I’ll be sure to repay you someday.”

Daring fished a canteen out of her saddlebag and smiled as she tossed it to Max. "Here. It's not the kind of drink you're asking for, but it's better than nothing."

Max downed a quarter of the fresh water in there, then passed it back. "Cheers."

Daring took a swig as well and then stowed the canteen, saying, “What happened? That thing back there, it was a map, wasn’t it?”

Max blinked and tilted her head. “You knew?”

“Educated guess. Saw the patterns, but wasn’t exactly the best time to point it out, you know?”

“Right.”

Max went silent for a moment, savouring the cool caress of the air. She missed travelling like this. Most of the sky was still dark indigo, but the eastern horizon at their backs had already brightened to an azure blue. The sun would soon come up, and they’d probably have to fly under the jungle canopy to avoid detection if the clouds dispersed. They were too close to take long rest stops anymore; Galleon might’ve found the city already.

As they passed over a river far below, she visualised a couple of lines running perpendicular to it, crossing it at two points roughly three miles apart before curving off at different angles. One led to ground-level structures with incomprehensible names and functions, whilst another led to a deep, subterranean… tomb, maybe.

All this she saw—no, knew of, in spite of the thick canopy and morning mist obscuring everything on the ground. Max turned her eyes towards the mountains, and she recalled the labyrinthine nexus of pathways that—

Argh!

She gritted her teeth and hissed when a spiny worm of agony writhed inside her brain.

“You all right?” Daring called out. “What the hay did that thing do to you?”

Shadows.

Watching. Judging.

This isn’t me…

She mentally shook herself and pushed those thoughts away.

I’m a changeling. Changelings don’t get identity crises. That’s stupid.

The shadowy figures and their fancy mind games were irrelevant. But, oh boy did she wish she could travel back in time to meet the ones who’d built those ruins so she could ram their tails up their—

“Uh, Max?”

She blinked and tasted Daring’s worried concern, which was apparently because she’d been giving the scenery a thousand-yard stare. With a grimace, Max gently tapped her temple with a hoof and said, “Sorry. You were right: it was a map, and that thing just pumped a bucking library of topographical info straight into my head back there. Hurts like crud, but I’m better now.”

“Ouch, that’s rough.” Daring winced sympathetically. “And bloody impressive, too. Whoever made these must’ve been messing around with some apocalypse-grade magic; it’s probably the reason their civilisation collapsed. And… wait a sec; if it’s in your head now, are you saying that you know exactly where we have to go?”

Max managed a weak, fanged grin. “Sort of. Galleon’s right. There’s a huge city under the mountains. It’s too painful for me to think about the details right now, but I’m sure that his dinky map nailed at least one of the entrances. That’s where we’re going.”

“Looks like you’re taking the lead, then.” Daring performed a bow in mid-air and made a sweeping gesture with an upturned hoof, like a doormare welcoming a guest. She then snorted and added, “Damn. This adventure’s feeling a little skewed with our relative contributions right now. If this keeps up, I’m going to become a sidekick in my own book.”

It didn’t sound too bad to Max, until the implications sank in. Then she shuddered. “Get AK Yearling to edit that out. Your fans will murder me.”

“Nah, come on.” Daring appraised her from horn to tail and nodded with an approving smile. “Digging the new look, by the way. It just screams coolness. You’re like the perfect blend of pony, alien bug, edginess, badflank and practicality. Trust me, once you make it into pop culture, the fans will eat you right up.”

Max jaw hung loose. She wasn’t sure whether to blush or shudder again.

It really should be the other way around…

“Also, that word you said back at the village. Was that changeling?”

Max stared at her for a moment or two before she remembered. “Oh, you mean t’chaak? Yeah, it’s… it’s just a swear word in Vespid.”

“Vespid, huh? Interesting. What’s it mean?”

“It won’t fit a teen rating,” Max deadpanned. Tilting to the side, she leaned close and whispered into her ear.

Daring’s eyes briefly widened before she chuckled heartily. “Oh, that’s a good one. Hah! I’ll have to remember that. Could you teach me more?”

“Swear words?”

“That’d be nice, but I was thinking of the language in general,” Daring said with a roll of her eyes. “Learning how to be vulgar in someone else’s language is usually the fun part, but I’m not all crass and filth, you know.”

“Could’ve fooled me.” Max grinned and banked sharply to evade a good-natured swipe from her. “Well, ponies lack the parts to get the clicks and vibrations right, but I can teach you the simplified version we use when in pony form. Once this is all over.”

Daring held a hoof out. “I’ll hold you to that.”

They bumped hooves, and then Max transformed back into a pegasus version of Valiant Dawn. Feathery wings had better aerodynamics for speed, plus a little bonus: with a few mighty sweeps, she accelerated past Daring and rolled right into her flight path to let her ride in the resulting slipstream. That way, they could save time and effort by trading places every now and then.

The lush greenery of the jungle and the misty mountains quickly lulled them into companionable silence. This far south, the peaks had no snow, despite their dizzying heights. The only things missing were a sizeable lake and a beach, and it’d be the sort of place ponies went to for a vacation.

Her brain didn’t enjoy quite the same degree of serenity, what with all the roiling thoughts of the reformation of the hive, the jungle folk’s undetectable emotions, mind-altering ruins and the spectres that inhabited them, all demanding her attention.

No, no. No talking, no thinking. Just keep flying.

Max imagined her unpleasant thoughts simply slipping away, like water on her carapace. Those things could wait until later, once her brain stopped feeling like somepony had gone poking at it with a sharp stick. For now, she wanted nothing more than to savour her success at not being a total embarrassment in front of her heroine so far, and their imminent arrival to their destination after a ridiculously long and tedious trek. At this rate, their adventure might make for a decent book after all.

As the mountains and the forgotten city therein grew closer, so did her predatory smile.

Act Three, here we come.

Author's Note

Between a couple of bouts of illnesses and ~~general laziness~~ perfectionism, this chapter was a real tough one to push out. :twilightangry2:

It feels unusually talky, too. Hope it entertains.

Enjoy! :twilightsheepish:

Chapter 5

“Getting in might be a little bit harder than I thought,” said Daring Do.

Squinting against the orange glare of the evening sun, Max saw that Galleon’s cult had constructed a sizable military-style outpost at the foot of the mountain, a good three hundred metres or so from their perch, high in the branches of a massive rainforest tree. A deep and wide river separated their side of the valley from the outpost, which provided them with some assurance that scouts or sentries wouldn’t discover them on hoof, and the churning waters made enough noise to hopefully thwart the sharp ears of any thestrals Galleon had employed.

A ring of mostly bare earth and tree stumps surrounded the outpost. The four-metre-high walls were made of logs; they looked thick and sturdy enough to stand up to a pack of timberwolves or a rampaging manticore, and they surrounded the entirety of the site, save for the steeper quarter that was the base of the mountain itself. The clusters of spiked barricades in front of the walls looked like overkill, but then again, Max didn’t know all of the wildlife lurking in the surrounding jungle.

As if on cue, a snake hissed somewhere in the foliage above her head, and she had to spare some attention to grab it with magic and toss it onto a sapling farther down where it wouldn’t try to sink its fangs into her or Daring Do.

Two watchtowers stood on either side of the gate facing the river, granting them full view of the surrounding land. Braziers and torches dotted the outpost, and Max spotted maybe three or four pegasi zipping around in the airspace above and around the site, bucking away any cloud that strayed close enough to interfere with visibility. Ponies patrolled the grounds in pairs, and judging by the plumes of smoke rising from within the walls, there were plenty of others at work doing who knew what.

Somewhere in the middle of that bustling fort was the entrance to the ancient city, and in all likelihood, Galleon had already found a way in. He’d have no other reason to fortify the place like that.

Max whistled softly and shook her head. “That’s crazy. How’d they set this up so fast?”

“Never underestimate fanaticism,” Daring replied without taking her eyes off their target. “And deep pockets. He’s got friends in high places.”

“Uh huh. So what’s the plan?”

Daring put a hoof to her chin and frowned thoughtfully. “I think I’ve got the gist of their patrol pattern; it’s just loose enough to give us a short window to hop over the walls, but I have no idea what we’ll find on the other side. No guarantee that we’ll find cover, and we could be jumping right into a party for all we know.”

Max could see the tops of a few canvas pavilions poking over the wall. “How ’bout a distraction? I’ll bet they’ve got mostly tents in there. Bit of fire will take care of that...”

“Fooled them once already. I don’t know if they’ll fall for it a second time,” Daring said with a shake of her head. She then cast another glance at the outpost and growled. “Gah, if only they were the type obsessed with robes and masks. Snapping up a couple of stragglers would’ve been a piece of cake, and then we could just waltz in like we owned the place. Too bad you can’t project a disguise onto me, either.”

“Do we even know what we’re going to do once we get in?” Max asked.

“Not really. Not until we know exactly what he’s got in there.” Daring hummed thoughtfully. “We’ll need to scout the place first, then decide on our next move once we have the intel. Think you can sneak in and take a peep without raising the alarm, and maybe even knock out the sentry in one of the watchtowers?”

Max quietly estimated the distance between the two towers and their height from the ground. Depending on the ambient noise and the attentiveness of the guards, she could probably subdue them one at a time without attracting attention.

She grinned at Daring. “No problem. I was hatched for this.”

“Sweet. Just get in there, and if it’s as simple as sneaking past a couple of guards, just signal me and I’ll find a way in. If it looks too difficult or if the jig is up, scramble and get your flank out of there. We’ll regroup at this tree to figure out something else once we ditch pursuit.”

Max rubbed her hooves together. “Goodie. I’ll move once it’s dark.”

“Agreed. No need to give them unnecessary advantages.” Daring turned her eyes skyward and frowned. “Let’s just hope that thestral of his isn’t on sentry duty when we make our move.”

Max snorted. After a whole day of flying since their little encounter in the strange village, she was itching to get back into the kind of action that she understood. Infiltration? Brawling? She knew what to do. Would be a nice change of pace from trippy rocks and ruins that did funny things to her head. Even now, she could still feel the rune stone tickling her mind with whispered secrets all the way from the inside of Daring’s saddlebag.

She suppressed a shudder and swung off the top of the tree branch to hang from its underside using the adhesion of two of her hind hooves. She then folded her forelegs and yawned. They had about an hour till sunset, and maybe a couple more after that before the sky reached optimum darkness for sneaking around; might as well squeeze in a quick snooze before the fun started.

“Wake me when it’s time to go?”

Daring nodded. “Sure thing.”

Max had to admit, the chirping of insects and melodious calls of tropical birds in this part of the land were surprisingly effective at lulling one to sleep…

A few hours later, once proper darkness had shrouded the land, they had little difficulty advancing towards Galleon’s outpost. Narrowing the distance allowed Max to make out the finer details of the ponies on patrol, and she’d turned into one of the unicorn mares with a dark, dull green coat and brownish mane to give herself better camouflage in the shadows. She would’ve preferred one of the pegasi, but flying was too risky, and apparently none of them had been given duties on the ground.

Small matter, though. She could work with that.

Daring perched in one of the taller trees at the edge of the clearing to keep an eye out for trouble whilst Max crept forward on the ground. Although the torches and braziers absolutely blazed with fierce flames to illuminate the area, their overwhelming brightness effectively ruined any benefit they could get from the full moon. The contrast alone might be enough to spoil the night vision of any pegasi in the sky, since anything not directly in the firelight might as well be invisible in the shadows, and there were plenty of them in the clearing around the outpost.

They’d felled trees and hacked away at the underbrush, but they’d done little about the uneven ground and buttress roots branching out from some of the massive stumps. That left a suitably large assortment of muddy basins, nooks and crannies shrouded in darkness for her to hunker down in whenever the patrollers came close. The ones actually trotting around on the outside didn’t chatter much, but she could sense their unease at being outside the safety of the walls.

Max advanced slowly, creeping from shadow to shadow in the pattern and intervals that Daring Do had recommended in order to exploit the gaps in their routine. Once she had gotten within five metres of the wall, she heard voices drifting over from the other side, mixed with the clattering of tools, wood and stone. Not that she really needed the noise to mask her movement, though. Looking up, she could see the silhouette of the sentry in the tower leaning against the railing, emitting greyish, bland waves of crushing boredom and lethargy. He probably wouldn’t have heard or seen her even without the distracting ambience.

Or the smells.

She sucked in a deep breath through her nostrils and sighed when she identified the scent of roasted nuts, baked hay and a whole assortment of other stir-fried goodies. After nearly a week of subsisting on wild vegetation, she couldn’t help but salivate at the thought of pinching some of their fare if she got the chance.

Focus! Job first, face-stuffing later.

After brushing a couple of centipedes off her coat, Max carefully crawled under the spiked barricades and turned her gaze up to the wall. They’d done a good job of shearing off any branches and projections that might’ve afforded purchase for hooves, rope or grappling hooks, but that posed no difficulty to a changeling. They’d even gone so far as to stick what looked like broken glass and nails at the top of the logs, presumably to shred ropes and snag clothing, which could give her problems, but she’d just have to move a little more carefully to avoid cutting herself.

Peering over the top, she saw rows of tents neatly arranged in a ring behind the wall, varying in size depending on their function as temporary housing, storage or workshops. They’d arranged worktables, benches and stacks of opened crates around a central clearing where craftsmares consisting mostly of earth ponies and unicorns were hard at work assembling weapons and more permanent fortifications. She saw crossbows, spears, battering rams, support columns, roofing planks...

How’d they even get all this here so quick?

On the other side of the encampment, she spotted a half dozen carts and even three or four sky wagons parked behind a half-constructed cabin.

Ah.

The whole outpost radiated a general sense of anticipation mixed with some cheerful enthusiasm. It reminded Max of pictures she’d seen of those towns that sprang up overnight when somepony had discovered a massive deposit of gold or magic crystals in the middle of the wilderness, easily a hundred ponies strong.

She didn’t see any ruins, but she had a pretty good idea where to start looking. The whole encampment was sort of nestled into the foot of the mountain, with two ‘toes’ going out at right angles on either side. They’d erected a huge pavilion snugly in that corner, with extra clusters of spiked barricades placed amongst the shrubs and trees where they simply couldn’t build the wall. Probably had strung up the place with barbed wire to deter any sneaking in from that direction, too.

Max took that all in within ten seconds, and when she didn’t sense anypony on the ground directly beneath her, she began edging to the side, towards the closest watchtower. Its lone occupant’s emotional output had dipped to that of somepony on the edge of slumber.

Like a cat, she padded up onto the top of the wall and swiftly clambered over the guard rail and onto the square, wooden deck of the watchtower with barely a creak. The young stallion on watch stood with his forelegs folded and resting on the guard rails, with his head resting atop his forelegs in turn. She froze when his ears swivelled in her direction, but he didn’t turn to look her way. Simply keeping his drooping eyelids up apparently commanded the majority of his attention.

Guess they can’t all be professionals.

She snuck closer until she was practically breathing down his neck and hit him with a mind-blanking spell, as slowly and gently as she could to minimise the green glow of her horn. He slumped with a sigh, and she had to grab him to keep him from thumping his head against the floor. She hadn’t hit him with enough power to render him unconscious, though.

An idea sprang to mind. It carried some risk, but the reward was just too good to pass up.

She gently stroked him on the cheek and neck.

“Mmm. Just five more minutes, mom…” he murmured.

Max grinned.

A mama’s colt? Sweet.

Hidden from view by the wooden planks that formed the tower’s parapet, she lay on the floor and snuggled up to the stallion, humming a soothing tune and gently caressing his mane. He nuzzled her neck and mumbled contently with a smile.

Max siphoned off his warm, sweet affection delicately. Her hunger demanded more aggressive feeding, but it wouldn’t do to go so far as to give him nightmares in their current situation. She only needed a quick top-up to bolster her reserves in case things got out of hoof, and to keep him out of action long enough for Daring Do to sneak in after her. Besides, the last thing she needed was somepony recognising any emotional trauma as symptoms of a changeling’s excessive feeding.

A minute, at most.

Well, maybe two…

She left him drooling peacefully on the tower deck and climbed to the ground. Quiet as a shadow, she wove her way between the tents and made swift progress towards the large pavilion. With the majority of the cultists hard at work, only two or three ponies saw her on the move, and they apparently had too much of other things on their minds to bother giving her a second glance. She even managed to snag some potato fries off somepony’s unguarded dinner to munch along the way.

Eventually, the rows of tents ended, granting her a clear view of the pavilion. It stood roughly two storeys tall, large enough to house the entrance to the—

Max hissed when an unbidden memory sent a lance of pain through her skull. Whilst she rubbed her throbbing forehead and glared at the pavilion, she visualised a great stone door leading into the heart of the mountain. She’d seen it before. In someone else’s memories. A long, dark passage that stretched for miles under—

She shook her head and pushed those thoughts away before they could trigger another stupid migraine. She had more important things to worry about, like that open stretch of dirt that lay between her and the pavilion, in plain view of nearly everypony at the worktables. A couple of strategically-placed braziers ensured that she had no shadows to lurk in.

Doesn’t matter. I belong here.

Max moved with confidence and purpose, taking long, easy strides that matched her neutral expression, her eyes firmly set on her goal. Plenty of ponies saw her. Nopony questioned her. Not even the trio of workers that practically brushed past her as she entered the pavilion.

The inside of the pavilion had actual pavement, similar in texture and colouration to the black stones she’d seen in the village. The face of the mountain had a wall built into it, the kind that might house the entry to a catacomb or secret passage, but the smooth surface was completely blank. It had no arches, no pillars and no decorations that might signify its importance. It simply looked like a massive set piece chiselled wholesale and set into the mountain like a foal’s toy block just for the heck of it. The smooth, black rock contrasted sharply with the mountain’s pale, coarse limestone.

No wonder archaeologists had dismissed it as undeserving of further investigation. Her invasive memories insisted that the entrance to the city was right there, but her eyes couldn’t even discern the outline of a secret door. Just a blank wall, like a mural that the artist never got started on.

Max frowned.

That can’t be right. I remember…

“Something you need?” a gruff voice asked.

Max resisted the urge to burst into action from the sudden rush of adrenaline.

Two earth pony guards stood on either side of the wall, holding spears upright with their right hoof. One mare and one stallion.

Sweeping her gaze around, she saw a massive table on the right side of the pavilion, piled high with books, scrolls and fancy scientific instruments she didn’t recognise. On the left side, she saw a stack of crates with pickaxes, hammers, and chisels leaning against them, including a battering ram capped with a steel head.

“They told me I was needed here,” she said as she trotted forward. “Said the boss had a new task for me.”

The pair of guards glanced at each other, radiating mild confusion. No suspicion, meaning that it was either normal for her disguise’s original counterpart to be there, or the cultists didn’t all recognise one another by sight.

“Brother Turntable didn’t mention anything,” said the mare, frowning as she turned back to Max. “I thought we were done hacking at the door already. Aren’t you supposed to come with Sister Firestar?”

So there is a door.

Max rolled her eyes. “Typical. Guess I’ll go and look for her. Nopony ever gives me specifics around here.”

“Right. Whatever.”

Just before retreating through the entrance, she gave the wall a parting glance and noticed that it wasn’t quite so smooth, after all. A few sharp but shallow grooves marred the black rock, probably due to somepony’s efforts with a pickaxe. Then, her heart rate kicked up a notch when she spotted a little circular depression at eye level, roughly of the same dimensions as the rune stone that she had gotten oh-so-familiar with already.

Jackpot.

“Out of the way!”

Max grunted as a bright orange unicorn mare unceremoniously shoved her rump aside and barged past her with a couple of stallions in tow. They all trotted straight to the table and began emptying their saddlebags on it. She saw a few magical amulets and horn rings tumbling out, along with three or four rune stones.

“Charge up the spell quickly,” the mare, presumably Firestar, snapped. “This one’s our best shot. Brother Galleon won’t be too happy with us if it doesn’t work.”

“I’m not sure if he’ll be in a position to complain if it doesn’t open,” muttered one of her peers as he slipped on an amulet.

“Shush! Don’t let him hear you say that!” she growled back.

“Firestar, I signed up to become an alicorn, not an errand colt.” The other stallion sighed and shook his head. “How’s this any different from our old jobs?”

“The new world shall bring good things to those who earn it. Speaking of which…” Firestar scowled at Max and tossed an amulet to her. “Make yourself useful. I could use another assistant, preferably one who doesn’t talk.”

Oh, hayseed.

Max reflexively caught the amulet with her magic and froze for a fraction of a second. Luckily, if any of them had noticed the green aura on her horn, none of them batted an eye. She just needed to play it cool and find some excuse to slip away before—

Yikes!

She yelped and dodged the rune stone that Firestar threw her way. The absolute last thing she needed right then was going into a trance from physical contact with another one of those blasted rocks. Picking it up with magic might work, but then they’d see her green aura for sure…

All eyes turned to Max as the rune stone clattered against the floor.

“Sorry, there was a freaking huge spider right there!” she cried, pointing a hoof frantically at the floor near one of the crates. “I swear, it was the size of my—”

“Don’t care. Suck it up and get to work!” Firestar snapped.

“Stars above, there are more of them skittering in here, aren’t there?” Max flattened her ears and flicked her gaze back and forth from one cluttered corner to another, taking rapid, shallow breaths as she backpedalled towards the entrance. “I—I can’t even with this place. I n-need to get some air!”

“You’ve got to be kidding me.” Derision and exasperation poured from Firestar and her fellow unicorns in waves, followed by the sour tang of suspicion from the earth pony guards as their eyes narrowed.

“Hey, wait a second. Aren’t you supposed to be—”

Max pushed past the entrance flaps, spun around and bolted.

“Hey!”

Ponies gave her odd looks as she dashed towards the nearest row of tents, but none of them gave chase. At least, not until the guards came shouting out of the pavilion. By then, she’d already woven her way between several of the tents and ducked into one.

Inside, she found a grey-coated, red-maned earth stallion snoring away on a dirty straw mattress, surrounded by his meagre belongings, which included a particularly nasty crossbow. He hadn’t even stirred when she’d accidentally stepped on his muscled flank – probably due to exhaustion from labour, if the scent of stale sweat was any indication.

Max finished assuming his form just as a couple of pursuers galloped past the tent, and she poked her head out just in time to prevent one of the cultists from yanking the entrance flap open.

“What the heck is this?” she muttered whilst rubbing a bleary eye. “I was having a pretty good—”

The mare slapped her. “Get your head screwed on right, Axle. We’ve got a spy impersonating a unicorn in the camp – dyed herself to look like Midnight Lens, they said. Get your gear. Daring Do’s probably snooping around as well.”

Max grunted an affirmative and retreated into the tent. “Right. Lemme get my bow.”

“Hurry up!”

After a quick glance around, she picked up one of the crossbow bolts with her teeth and used the sharp tip to puncture and tear a hole in the back of the tent.

Just then, the sleeping stallion unleashed an enormous snore.

“Axle, you okay in there?” the mare called out.

Max spat out the bolt and used her forelegs to widen the tear until she could leap through, coming face to face with the outer wall. Nopony was wandering around behind the tents, so she climbed straight up.

Halfway to the top, she heard the mare gasp as she entered the tent, followed by some swearing.

Max cleared the top of the wall and climbed down the other side without hearing any shouting in her direction, and after slipping past the spiked barricades, she simply darted from shadow to shadow towards the safety of the jungle, taking care to avoid the patrollers outside scrambling to surround the gate. Unless they’d already found and replaced the stallion she’d incapacitated earlier, they’d have a pretty big blind spot in their perimeter.

Hee hee. Amateurs.

She only needed to cross another ten or so metres of the cleared land to reach the tree line when she heard the distinct whizz of stiff feathers, on wings tightly pulled in for a dive.

Oh grub!

Putting on a burst of speed, she lunged to her left and felt something slam into her side, sending her tumbling head over hooves in the dirt. She twisted and rolled in an attempt to break free of the warm body that suddenly had her in a headlock, but the pegasus held her tight and refused to let go. A surge of panic welled up in her chest when the pegasus shifted its foreleg to put pressure on her throat.

With a choked gasp, Max shifted her fangs back in place and chomped down on the foreleg around her neck, eliciting a stallion’s pained cry from her assailant. She then reared up and fell backwards to slam him into the ground, hard enough to loosen his grip. Fresh air flooded her lungs once more, and she broke into a gallop for the trees without looking back.

Just at the edge of the jungle, she heard the whoosh of a feathery projectile coming her way again and threw herself flat onto the ground. The pegasus clipped one of her ears with his hooves as he surged over her head, and then she heard his yelp accompanied by thrashing leaves and snapping twigs, followed by a dull thump.

Max rose to all fours. A couple of seconds later, the stallion – a rather solidly-built guy by pegasus standards – did the same on a leafy patch of ground a few yards ahead, shoving aside a couple of overhanging vines as he did so. His pale blue coat was streaked with dirt, and he had dozens of shredded leaves stuck in his teal mane and feathers. He then spat a twig out of his mouth as he levelled a scowl at her. A broken branch hung limp from a sapling just above head height in the space between them, still swaying gently from his impact.

They took a moment to size each other up, chests heaving with steady breaths as they shifted their hooves in search of firm ground. Upon finding it, she bent her legs, gritted her teeth and exploded into action.

The stallion mirrored her charge, but he’d barely taken a couple of steps forward before a dark shape whizzed past him from the side. His sharp cry turned into a gurgle as something yanked him to the left, and he fumbled with his footing for a split second before he crashed shoulder-first into the ground, sending up a spray of dirt and dead leaves.

Max skidded to a halt as she peered into the long shadows cast by the trees overhead, searching for the predator that had knocked him down.

He recovered quickly enough by using his leftover momentum to roll back onto all fours, and Max realised that somepony had lassoed him around the neck with an impressive length of braided vines.

A flash of light gold in the moonlight.

Oh.

With a snarl, he bucked at the shadow that flitted past him in the opposite direction, missed, and staggered when the vine ran out of slack and yanked him the other way. This time, he dug his hooves in and didn’t fall over. Instead, he coiled the vine around a foreleg for leverage, braced himself against a thick root and tugged back fiercely.

Daring Do came bursting out of the undergrowth, fluttering her wings to retain her balance. She had the other end of the vine lasso wrapped around a foreleg, too. Max shouted a warning when the stallion charged with his head low, but Daring deftly sidestepped his skull bash, ducked under his follow-up swipe with his wing, and then hit him with a low, sweeping kick.

With a quick flap of his wings, he arrested his momentum to avoid planting his face in the ground and bucked out with his hind legs, grazing Daring Do’s shoulder. As she reeled from the blow, she chomped down on the vine and tugged on it to steady herself, right before she delivered a sucker punch to his muzzle with a front hoof.

Daring then threw her end of the vine onto the ground and reared up onto her hind legs, flaring both wings for balance. After placing one hind hoof firmly on the end of the vine, she assaulted him with a flurry of front-hoofed jabs to his muzzle, neck and chest. He fended off most of her attacks with a raised foreleg, but his retaliatory strikes were few and far in between, and Daring either deflected them with ease or twisted out of their way like a slippery snake. Daring stayed on the offensive, slowly advancing by sliding her hind hooves forward along the vine, eating away at the slack until he could no longer retreat.

The moment the vine went taut, Daring leapt and delivered a spinning kick with a hind leg right into his belly, sending him flying. He tumbled a couple of times before slamming back-first against a tree trunk, hard enough to make a few loose fruits rain from above, and a pained wheeze escaped him as he collapsed onto the ground and curled up into a quivering heap.

Daring only needed about twenty seconds to get him gagged and neatly hog-tied in that state, after which she stood still for a moment, panting. Once she’d caught her breath, she sauntered over to Max with a smirk and said, “Nice night for a walk.”

Max flicked her eyes between Daring and the groaning stallion. Only when Daring tensed up and raised an eyebrow did she remember the answer to their pre-arranged passphrase.

“Not without a good friend, it isn’t,” she said with her disguise’s male voice.

Daring’s smirk returned, and she used a couple of feathers to push Max’s hanging jaw back into the closed position. “How’s that for a takedown, eh?”

So the eighth book’s climax wasn’t exaggerated nonsense; Daring Do really knows Zebra-style martial arts… And it looks even better in real life!

“That. Was. Awesome!” Max bit her lower lip and almost squealed like a little filly as she pronked on the spot. She didn’t even care that the stallion was staring at her with wide, bewildered eyes.

“Thank you, I try.” Daring turned her eyes to Galleon’s outpost, where the cultists were scrambling out of the gate with torches and all manner of pointy weapons. She then turned back to Max with a bemused smile and added, “Looks like you stirred the hornet’s nest. Hide or run?”

“Run. I’ll explain later.” Max set off at a canter, but slowed when she glanced back and saw Daring standing over the stallion with a knife between her teeth. “What are you doing?”

“You’re not going to give us any more trouble, are you?” Daring asked the stallion with a stern frown.

He winced and shook his head.

Daring nodded. “Okay. I’m gonna let you go, and—”

“Why?” Max blurted.

Daring threw her a sideways glance. “Well, ’cause I don’t want him to get eaten if a python or chimaera finds him before his friends. We’re supposed to be the good guys, remember?”

Max blinked a couple of times. “Uh… right. Carry on.”

“As I was saying…” Daring turned back to the stallion. “You just head back to camp and stay safe, maybe think about your life choices, eh?”

He nodded glumly.

“Good.” Daring slashed the vines binding his legs, but left the ones around his wings and the gag intact. She then and hauled him onto his hooves and gave him a pat on the cheek. “Off you go!”

Nodding, he mumbled something through the gag and fled back to camp with a wobbly gait.

“Hopefully that’ll be one less fanatic to deal with later on,” said Daring after she’d retrieved her saddlebags. “Little bit of mercy goes a long way, sometimes.”

“Yeah, I guess.”

“Where are we headed?”

“A safe place to talk.”

Max took the lead as they galloped back into the jungle, away from the torches and magical flares. When they passed a patch of particularly thick undergrowth, Max took the opportunity to shift herself a pair of wings. From there, they took to the air and wound their way between the tree trunks, back to the river they’d crossed. Somehow, it just felt right.

A couple of minutes later, they found a suitable tree to perch on whilst she reported her findings.

“Good news is that there’s a door to the city right there, and Galleon hasn’t gotten past it yet. They were still trying to get it open when I snuck in.” Max then scraped absentmindedly at the moss on their branch and sighed. “Bad news is that I had a… confrontation, and now they’re sure to post extra guards around it. We can forget about getting in that way. Also, I may’ve blown my cover. They didn’t suspect anything at first, but I’ve probably given them enough clues to figure it out by now. We’ve lost the element of surprise.”

Daring rubbed her chin thought fully. “I’m sensing a ‘but’, there.”

“But… we might have another way in. Whoever made this city had a few entrances around the mountains.” Max tilted her head towards the river. “You know that map in the village, the one that crammed stuff into my head? I remember something about an entrance that’s accessible by boat, and this river is the only major water body around for miles. I should be able to find it.”

“You’re sure?”

Max squinted at the swarm of ponies bustling around the outpost and shrugged. “Unless you have an army on hoof, we’re kinda short on options right now.”

“That wasn’t the question.”

Max rolled her eyes. “I’ll make sure. Let’s go.”

Daring grinned and saluted her with a wing. “Aye, aye, captain.”

They flew silently upriver, less than a couple of metres above the churning waters to keep a low profile. At least, until the second time some aquatic carnivore exploded out of the water and nearly plucked Max out of the air. From then on, they flew at least two storeys above the surface.

The river meandered for several hundred yards or so, until they entered a valley where it widened and flowed between sandbars and towering limestone spires topped with thick vegetation. Every now and then, Max saw flashes of green lines in the distance and in the water directly below her, like ghostly veins of the world, all leading under the mountains.

She almost felt like someone coming home after a lifetime of wandering. Everything looked different, yet the lay of the land felt as familiar as the pores in her legs. She knew where to go, if somewhat vaguely.

It just sucked that chasing those memories came with frequent stabs of agony in her brain, right behind her eyes. She spent most of the flight grimacing as she scanned the terrain, searching for landmarks that might trigger a pang of recognition.

There!

She’d almost missed the cave, half submerged in a cove and sheltered from the moonlight by dense shrubs on overhanging rock.

Max shifted a horn into place and maintained a steady light on it as she glided into the wide cave, evading a few sharp stalactites along the way. Daring followed closely.

The water in the cave looked too deep to wade through, so that left them flying uncomfortably sandwiched between the surface and the low ceiling. They probably would’ve had a much easier time on a raft or rowboat, if they’d had the inclination to build one. It stretched on for several hundred metres, until she was certain that they’d gone well under the mountain. The ceiling got higher, too – just about high enough for a minotaur to comfortably stand upright on a raft with a few inches to spare.

The air was thick and humid, and aside from some splashing and the occasional sputter whenever Daring got a faceful of spider web, nothing made a sound in there. Every now and then, Max saw the shimmer of fish darting around beneath the water’s surface, vanishing almost as soon as she laid her eyes on them. At least, she hoped they were just fish.

Eventually, the water got shallow enough to stand in, and they reached a miniature, sandy beach of sorts with an eroded limestone jetty protruding from it.

Max landed on the sandy beach and poured more magic into her horn’s light, and the retreating darkness revealed a wall of solid, black rock that fit just nicely into the surrounding limestone of the cave. Another gateway to the city, just like the one in Galleon’s outpost. It even had the same little round depression at head height.

Daring landed beside her and gave her a pat on the shoulder. “Nice work, Max.”

“Mm hmm,” she said as they trotted up to the wall side by side.

Time to find out why everypony was making such a big deal about the Master.

“You wanna do the honours?”

Max flinched when she turned and saw Daring holding the rune stone out to her. As its whispers rose to the forefront of her mind, she shrank back and shook her head slightly. “No thanks. You go ahead.”

“Okay then. Here goes.”

The stone fit perfectly when Daring pressed it into the depression.

Nothing happened.

Daring pulled it back and pressed it in again with a clack.

Still nothing.

“Well, this is a little anticlimactic,” said Daring as she frowned at the stone and shook it like a malfunctioning pocket watch. A couple of seconds later, her face lit up with a grin of realisation. “Aha, it’s not glowing anymore! Probably just needs a little more juice.”

Figures. Just what I needed: another brain hoofshake with the Master. Ugh.

Max grimaced whined like a petulant colt, “Do I have to?”

Daring chuckled. “You got any brighter ideas?”

She glanced at the depression. It did look roughly the size of her hoof, so she pressed on it with one.

Nothing happened.

Was worth a shot…

Turning to Daring, she sighed and stretched her foreleg out. “Fine, give it to me. Just pull it off me once it’s glowing again. I can already feel it trying to get inside my head.”

The stone hovered just an inch above her hoof in Daring’s grip. “Ready?”

“Do it.”

Once again, the voices in her head rose to a crescendo. Max had the brief sensation of falling when the stone touched her hoof, sending her careening into a vast, dark space surrounded by countless eyes. The kinglike changeling stood in the middle of it all, waiting for her.

Max couldn’t move. She felt drawn to him like a moth to a lamp, unable to even look away as the pressure on her mind grew.

The Master reached out to touch her…

Oh grub. No, no—

Max blinked when she landed back in reality with a heavy thump. She swayed on her hooves as she turned to look at Daring, who steadied her with a wing to the shoulder whilst she held the glowing rune stone away.

“Your horn went out.”

Max re-cast the light spell and shook her head to clear out any residual whispering voices. “Don’t you have a lamp in the bag?”

“Yes, but it’s kind of low on oil. Are you tired?”

Max grunted. “I’m good. Thanks for pulling me out, by the way.”

“You’re welcome.” Daring then rapped a hoof on the wall. “Shall we?”

“Yeah. You do the honours.”

Daring pressed the glowing stone into the depression.

Almost immediately, they leapt backwards as a loud hiss came from somewhere near their hooves. Glancing down, Max noticed a thin, horizontal line appearing at the base of the wall just about broad enough to accommodate a cart as the door rose with barely a creak or rumble. The stonework was so fine that if it weren’t for the opening, she wouldn’t have been able to tell where the wall ended and the door began. The volume and pitch of the hissing air gradually dipped as the door rose higher and higher, until it turned into more of a whooshing sound as air rushed into the tunnel that yawned before them.

For a moment, neither of them moved. They simply stared into the abyss, waiting.

Max glanced at Daring. “After you?”

Daring twisted to look up at the solid slab of rock that comprised the door as she inched forward and crouched underneath its bulk, as if expecting it to come crashing down at any moment. She then reached out with a hoof and gently caressed the floor of the tunnel, sweeping it back and forth in a wide arc. Max almost asked what her problem was before remembering the prevalence of pressure plates and wire traps in most of her books.

There were few ways of dying more ignoble than getting flattened into a pancake.

Eventually, Daring rose with a sigh and beckoned Max over. “Looks clear. We’ll move nice and slow, and if you start feeling woozy, sound off.”

Max raised an eyebrow. “Woozy?”

Daring’s feathers fluttered in the wind when she raised a wing. “This place was airtight before we opened it. We’ve got a nice breeze flowing in from the surface right now, but we might hit some bad air further down. If that happens, we’re dropping everything and getting out of here. This is one thing we don’t mess around with. We clear on that?”

Huh. Of all the things Daring could be scared of…

Max nodded. “Crystal.”

The clip clop of their hooves echoed softly as they cautiously trotted down the tunnel at a gentle decline. It was constructed from the same smooth, black stone as the door, and was wide enough for seven or eight ponies to walk abreast. The arched ceiling could easily accommodate a minotaur’s height, too. It reminded Max of those secret passages that fortresses had for spies or officials to use in secret. The floor felt a little grainy and bone-dry, and showed no signs of wear and tear associated with regular use.

Daring led the way, regularly swinging her head this way and that in search of traps. Max simply followed and kept the light steady for her.

After about ten minutes of progress, the tunnel’s architecture changed. They started passing rounded stone arches that merged with the walls and ceiling at regular intervals, reminiscent of the insides of a ribcage rather than a straight, featureless tube. Each arch had a walnut-sized crystal shard affixed to its underside, probably to serve as lighting, but they had no obvious switches anywhere, and they didn’t respond when Max probed them with her magic. She thought she saw them flickering every now and then, but that might’ve been due to her imagination or reflection from her light spell. The acoustics of the tunnel made the wind at their back sound more like a ghostly moan, too.

They accelerated to a brisk trot as the minutes ticked away with nothing of interest happening.

“Well, this is a little disappointing,” said Daring as they trotted under what felt like the thousandth arch. “I would’ve expected to bump into a trap or guardian by now.”

“I thought no traps is supposed to be a good thing.”

Daring snorted. “Yeah, but they could’ve at least tried, you know? It’s not a good sign when I find myself thinking of ways to make this part more interesting in the book. This is just plain laziness, not to mention lousy security.”

“Eh, speak for yourself.” Max breathed deeply, savouring the cool, dry air. It felt a bit like home, if a little silent.

Then, she stiffened and ground to a halt.

Daring slowed and shot her a concerned look. “What?”

“The wind’s stopped.”

“Hmm…” With her ears perked, Daring lifted a wing and nodded when her feathers remained undisturbed. “You’re right. Either the pressure’s finally equalised, or—”

“The door’s shut,” Max finished.

Daring squared her shoulders and trotted on. “Well, nothing we can do about it. It’s too far back to check out, so we might as well keep going. We still got the key, anyway.”

So they kept trotting. The passage seldom deviated from its straight path or gentle slope, but when it did, they sometimes encountered cracks in the walls with dampness seeping through. Sometimes, even partially collapsed sections of wall or ceiling. Probably through natural causes and neglect though, as they could find no signs of tampering by intelligent beings.

Eventually, the whispers in her head and the never-ending rhythm of their hoof steps lulled Max into a stupor, and she simply followed Daring’s lead to save on mental effort. When she blinked, she sometimes saw a ghostly path superimposed onto her vision, like a map permanently etched into her eyes. Kind of pointless, given that they could only go straight.

Still, she plodded on without complaint.

At some point, a loud scrape interrupted the steady rhythm of their trotting.

“Kill the light!” Daring whispered, raising her head high with her ears perked.

Max obeyed. Her spell winked out and plunged them into darkness so absolute that even her eyes couldn’t make anything out. She stood as still as a statue and listened; the steady interference of whispers from the rune stone made it hard for her to identify anything other than their steady breathing, but after a few tense seconds, she heard it.

A dull thump, like a heartbeat.

Silence…

A distant, grinding echo, like rock and sand.

Another thump…

A gentle puff of wind blew past them, coming from the passage ahead. It smelled stale and musty.

In spite of herself, Max felt the hairs on the back of her neck rising as she fought to keep her breaths steady. She knew the dangers that lurked beneath the ground in the Badlands – feral diamond dogs, cragadiles, even the occasional quarray eel, but she’d always had the company of her siblings to fend them off, and they’d always done so with the aid of bioluminescent fungi or magical light. It didn’t quite compare to being alone in true darkness, surrounded by the voices of a dead civilisation and some unknown threat with a heartbeat that sounded like a dragon’s footfall.

She jerked when something warm and feathery touched her, and then she realised that Daring had just placed a wing on her back.

No, not alone.

Max hoped Daring hadn’t felt her racing pulse or heard her sigh.

They waited.

When the silence stretched and remained unbroken for a couple of minutes, Daring patted her shoulder and said, “Well, that’s a sign of company if I ever saw one. Can we get some light?”

Max obliged, and Daring promptly lit her own lamp and strapped it to her saddlebag. Its yellow, flickering light mixed with the steady green in the passage.

“Just in case we run into trouble,” she added before Max could ask. “Don’t want to be a sitting duck if something happens to you.”

She nodded. “Yeah, good plan.”

They decided to glide down the passage this time. The slope made it practically effortless, and they could avoid attracting attention with all the clip-clopping whilst resting their legs. It stretched on for another couple of hundred metres before they reached another gateway. This one had no door, so they simply glided through without a second thought.

Max heard a gravelly rumble just inches away on her right side and banked sharply to the left with a powerful stroke of her wings, but something pinched her tail and yanked her backwards. With an undignified squawk, she flopped to the ground and managed to break free of its grip after a bit of frantic flapping and clawing at the ground. She darted forward a couple of yards and nearly rammed into Daring, who’d doubled back to help her up.

She then spun around to face her assailant.

The passage on either side of the gateway had alcoves that each housed a statue roughly the shape and height of a minotaur, except that they had much thicker limbs and featureless lumps for heads. Composed of smooth, black clay or stone, they stood tall and straight like royal guards at an entrance, except that the one on the left had one arm outstretched, and Max could see a ratty tuft of her tail hair sticking out of its closed fist.

“Did… did that statue just try to grab you?” Daring asked.

Before Max could answer, the statue turned its head to face them. Or rather, its lumpy head contorted and rotated in a way that suggested it was paying attention to them – it didn’t have obvious eyes or a mouth. Then, it made a grinding noise like a millstone at work as it lowered its arm, and then stomped over to them. Each step it took sounded like a pile driver. Each three-fingered hand looked powerful enough to pop her head like a grape.

Squinting, Max saw patterns of faint, glowing runes etched onto its body, similar to the one on their key stone. Its twin in the other alcove remained dark and inert.

“Oh damnation, that’s a golem. You don’t see one of those every day,” Daring murmured as they shuffled backwards.

The golem ground to a halt several paces away from them and stood bolt upright with its hands flat to its sides, like an attentive butler or soldier. Then, it warbled out a series of clicks, chirps and low buzzes like a badly-tuned speaker broadcasting input from a microphone that somepony had dropped into a box of crickets and bees.

They paused and shared a look.

“Must be broken,” said Max.

“I’m not so sure…” Daring murmured with a frown.

The golem continued sputtering gibberish. Its tone almost sounded inquisitive. Like a tourist asking for directions in another language.

Daring suddenly elbowed Max and looked at her with wide eyes. “Listen. It sounds an awful lot like Vespid.”

Max blinked.

Oh grub, she’s right…

Now that she’d drawn her attention to it, the golem’s vocalisations sounded like very badly-pronounced Vespid – utterly alien compared to modern Equestrian. She simply hadn’t registered the similarities to her native tongue because of how thoroughly it had butchered most of the tones, pitches, inflections and speed of delivery. But now that she was listening with that taken into account, she could comprehend some words from the garbled mess.

“Ar—chial jeen-ome djeetekted. Foorthere in-oot rhekwired—oo—onverm ekz—s—s.”

Max’s heart hammered against her ribs, but she forced herself to take a step forward as she reshaped her throat and vocal chords.

“Can you understand me?” she chirped in Vespid.

The golem ‘looked’ at her, but the rest of its body remained perfectly still. Silence reigned for a moment, and Max wondered whether she might’ve accidentally offended it.

Then…

“In-ooot naw re-ogn—iced,” it rumbled back, a little too rapidly for her liking. “Pr—lees in-ooot veil-id orrther-is-shen. Jou-av two-ten echonds –o com-ly.”

Max frowned as she tried to parse through that. “Uh, can you repeat that?”

“Jou-av ten-halv-ten echonds.”

“What’s it saying?” Daring whispered.

Max silenced her with an outstretched wing and continued, “Wait, wait – slow down. I can’t understand you!”

“Ten echonds.”

This time, she heard it clearly. It was—

Max felt her blood drain away.

“Whoa, whoa, whoa!” she chittered, waving a hoof vigorously. “Stop that. What do you need from me? What do I need to do?”

“—ife.”

She felt a sharp tug on her tail.

“Max…”

“—ooor.”

Daring’s hooves clip-clopped as she retreated a couple of steps. “I could use an update here!”

“Kree.”

Oh grub.

Max glanced at Daring, then turned back to the golem and mirrored her retreat. “I—I think it’s counting down…”

“Two.”

“To what? Should we run?”

“—ohn.”

Her brain felt like it was drowning in honey as she stared at the impassive golem. Daring shouted something, but she didn’t quite catch it.

The golem shifted its balance to a lower centre of gravity and balled its hands into fists. “Zher-oe. Kor-bhet –ode enjaged.”

Wide-eyed, Max spun around and flared her wings. “Run-run-run!”

They fled down the passage at a gallop and leaped into the air as the golem thundered in pursuit. In such a confined space, each footfall sent a reverberating shockwave through the air and slammed into her ears like exploding fireworks at point blank range.

With a cry that she hoped sounded more war-like than squirrelly, Max dug into her magical reserves, twisted around in mid-air and sent a green blast of heat and concussive force from her horn, right into the golem’s chest. The bolt struck true, but had about as much effect as a wad of wet tissue paper; the energy simply deflected and flowed around its torso like a jet of water on a solid boulder. She couldn’t even tell if it had slowed down the golem at all.

She tried again with a mind-blanking spell.

No effect, either.

Worse still, it was gaining on them. Their horn and lamp light didn’t reach very far into the darkness, and the urge to flee warred with the instinct to slow down and wait for a clearly visible flight path as they hurtled through the passage. They probably could outfly the thing at full speed, but the last thing they needed was to fly headlong into a wall if the passage took a sharp turn or into the ceiling if it dipped more sharply.

“Ideas?” she shouted.

“I’m thinking!” Daring yelled back.

Something whooshed past Max and exploded against the sloped ceiling, sending a shower of stone flakes and dust raining down. She coughed and wheezed after inhaling some of it, blinking furiously to clear the stinging dirt from her eyes.

Daring yelped and banked sharply when another something whizzed past them and exploded against the ceiling again, and Max barely managed to dive and avoid crashing into her rump. She then wiped her eyes and risked a glance backwards just in time to see the golem pull an arm back, swing it forward, and sling a blob of stone the size of a grapefruit right out of its forearm. It sailed past her head, whipping up her mane as it did so, and shattered against the ceiling, bringing down a good deal of structural stone as well.

Max did a barrel roll to avoid the falling debris and shrieked, “Oh grub it’s throwing pieces of itself at us!”

“Cover your eyes!”

“What?” Max squinted ahead and saw her rummaging through her saddlebag in mid-air.

Daring then spun around with a flare launcher in her hooves and yelled, “Fire in the hole!”

Yikes!

Max averted her eyes and scrunched them tight just before blinding, red light pierced her eyelids. The flare hissed and roared past her, then exploded against the golem’s face, coating it in searing, incandescent powder and scarlet flames.

“Whoo! Headshot!” Daring crowed, pumping a hoof in the air.

The golem didn’t stop. Instead, it reached up and wiped some of the blazing stuff off its face, then pulled its arm back for another throw.

Daring’s ears flattened. “Oh, crab baskets.”

Max hissed when the blazing chunk of rock grazed her shoulder and set a few strands of her mane on fire. She then threw a dirty look at Daring as she vigorously patted down her mane. “Oh, nice one. You just upgraded its attacks!”

“Hey! Feel free to pitch in anytime!” Daring snapped back. “I just thought it might be one of those that navigate by sight. And—is that a fork?”

Max squinted and saw the passage branching into two up ahead. Almost instantly, the foreign memories welled up, jabbing the inside of her head with glassy shards. The left tunnel flashed more brightly than the other as she blinked, its trail of light stretched farther into the mountain and connected to a spidery network of tunnels and—

That’ll do.

She shook her head to clear the wispy afterimages.

“Left. Left!” she shouted through clenched teeth.

The left passage curved gently, and the golem ground its shoulder against the right wall when it failed to turn sharply enough. Chunks of the ceiling collapsed in its wake, but its sheer momentum kept it going, and it didn’t take long to recover and match their pace once more, just with a little more distance between them.

The roar of the wind in their ears changed pitch for a moment as they hurtled through an uneven section of the passage with cracks on the ceiling and debris strewn on the floor. Those the golem simply pulverised as it thundered through the passage after them, but it did stumble a little after its blocky stump of a foot struck a boulder-sized piece of rubble.

It had stopped firing at them, though. Max thought it looked a little smaller than before.

Guess it can’t keep throwing bits of itself forever.

Max’s lungs and wings burned with accumulated fatigue. Her horn light flickered and her breaths came in rapid gasps despite her attempts to regulate it; either the journey had taken its toll, or the air quality had worsened as they went deeper. Daring’s coat was almost glossy with sweat, and her wing beats were getting a little erratic, too. They needed a break, and they needed it soon.

“New plan!” Daring called out. “We try to bury it!”

“How?”

Daring gave her a manic, off-kilter grin in reply. “One-eighty! Back to the rubbly section!”

Before she could say anything else, Daring flared her wings and braked hard. Max did the same and grimaced when the sudden air resistance wrenched her wing shoulders and threatened to snap her feathers.

The golem didn’t have the same manoeuvrability. They tucked their limbs in and rolled to evade the golem as it barrelled past between them. They hit the floor running, and with some frantic flapping and a few botched take-offs, they went airborne once more and flew back up the passage.

Going uphill felt way more tiring than it should’ve.

They reached the damaged part of the tunnel in short order, and Daring positioned herself right next to a section of wall that had cracks running from the floor all the way to the ceiling, with a few chunks at the top that looked like they were just a good shake away from collapsing. Max hung a little farther back to catch her breath and gather her wits whilst they waited. By then, the remains of the flare had fizzled out, so they had to rely on the tremors and thunderous footfalls to estimate its arrival.

A few seconds later, the golem came barrelling out of the darkness at full speed and swung a vicious right hook. Daring darted to the left before it could pulp her, and its massive fist crunched into the wall instead. It swung again with its other arm, and again she dodged. Cracks spidered up and down the wall, dust and gravel rained from fissures in the ceiling, and the passage rumbled ominously as the golem unleashed a flurry of blows to pancake Daring Do. Max watched, slack-jawed as Daring tumbled, ducked, slid and darted around like a hyperactive hare.

Come on, do something!

Drawing a deep breath, Max channelled as much magic as she could into her horn for an attack. The light on its tip flared with green fire as she built up the charge, and when it reached critical mass, she unleashed it straight into the golem’s back. The blast staggered it slightly, just enough to interrupt its swing and give Daring a brief window to duck under its reach and flit to the other side of the passage.

The golem turned to Max, but instead of chasing her as expected, it simply threw a chunk of rock at her. Pain erupted in her shoulder, and she crumpled to the floor in a heap. Apparently satisfied, the golem then returned its attention to Daring and attempted to pummel her again, with pretty much the same destructive effect on the passage’s wall and ceiling. But this time, Daring moved less quickly, and some of her feathers got smashed along with part of the wall when she failed to duck in time.

Max readied another blast, but Daring pointed a hoof upwards and shouted, “Bring it down, bring it down!”

What?

Then, it hit her like an avalanche.

She’s crazy.

Gritting her teeth, Max rose to all fours and tried to keep her weight off her left foreleg as she stumbled and slid down the passage. Once she had gotten on the correct side, she dug deep into her reserves and poured all her magical strength into her horn. She’d never been particularly amazing at levitation or object manipulation, but even she could drive a wedge of force into the fissures there and apply pressure at various points until something gave way.

The limestone refused to budge.

Come on…

She could feel her horn burning and warping from channelling so much power at once. It felt like somepony pushing a railroad spike into her head. Her vision narrowed until she could only see the ceiling with green light pouring out of its fissures. Then, the pressure relented for a split-second, and a jagged shard of rock emerged from a crack. It stopped before completely surrendering to gravity, wedged between two larger parts of the ceiling. The passage rumbled as rocks shifted above, but the arched ceiling held.

Max focused on ripping apart the two slabs jamming the rockslide, dimly aware of some stallion screaming as the solid pieces shifted, millimetre by millimetre. Her entire head vibrated, her lungs ached and her belly clenched, and then she realised that the screams came from her own mouth.

With a thunderous groan of tortured rock, the fissures in the ceiling exploded under the weight of the mountain and Max’s magic. A winged shape collided with her as huge boulders rained from the ceiling and smashed into the golem just as it reached out with a grasping hand to crush her.

The world spun. Her skull rang with one colossal impact after another. Something hairy smacked against her cheek; something jabbed her wings; something hard thumped against her back; and finally, something scraped against her whole right side as she slid to a halt. Wincing, she flattened her ears as the passage crackled and clattered with loose pebbles and debris. Her throat felt dry and caked with rock dust. She could hear her horn sizzling.

Max groaned and curled up into a ball.

She didn’t know how long she stayed that way, but the next thing she felt was somepony gently prying her wing away to get a look at her face. The orange-yellow light stung her eyes, so she scrunched them shut and batted at the cracked lamp feebly with a hoof.

“Hey, hey, it’s okay,” Daring murmured. “It’s over. We buried the damned thing.”

Max blinked rapidly and squinted against the light. Daring had a wet, dark red streak running from her left temple down to her chin.

“You’re bleeding,” she croaked.

“Among other things. But hey, we’re still alive and kicking, aren’t we?” Daring had the corners of her mouth curled up into a smile.

She chuckled, then hissed when her ribs and shoulder ached. “Challenging enough for you?”

“For now, yeah.”

Daring then raised the lamp and turned her eyes up to where they’d tumbled from. Following her gaze, Max saw that the collapse had completely sealed up the passage with pale limestone boulders, rubble and dirt. A single, massive stone hand jutted out from the pile, dark and lifeless.

“Thanks for saving me. Again.” Max licked a hoof and caressed her aching horn. Her saliva hissed softly before turning into a puff of steam. “I’m burned out. I won’t be using any more magic unless we absolutely need it.”

“Is… is there a quick way to recharge?” Daring shuffled on the spot and raised an eyebrow. “Eating love and all that – I’m not going to have to kiss you, am I?”

Max slowly sat up on her haunches and looked at her companion. Without all that reserved love to smother her hunger, she could feel it gnawing at her soul, urging her to pounce on Daring and drain her for all she was worth…

No.

She buried those thoughts and focused on thinking with her brain rather than the insatiable void in her heart. Forced herself to look Daring in the eye. And then, she noticed Daring’s infectious grin and tasted sweet affection and pride radiating from her. Not the lover’s kind, but the sort that a teacher might have for a prodigious and obedient student. Freely given.

Max closed her eyes and breathed deeply. She basked in it, drank it all in.

“Umm, you okay?” Daring asked.

“Am now.” Max sighed and gave her a weak smile as she patted her belly. “Love isn’t the only thing I can eat; appreciation and other positive feelings will keep me going for now. Just don’t count on me splurging magic all over the place for a long while.”

Daring frowned. “That’s it? I didn’t feel anything.”

“Good. It only hurts if I steal it.”

“Huh. Cool.” Daring then frowned as she inspected the frayed and snapped feathers on her right wing. “Great… I’d just regrown these, and they’re wrecked again. You got anything serious?”

Max rubbed her shoulder and winced. “A few bruises. I’ll be okay.”

They lapsed into silence and simply sat there for several minutes to recuperate. At least, it felt like several minutes to Max. She might’ve spaced out for longer than that.

“The golem spoke your language,” Daring eventually piped up.

“Very badly. I didn’t even notice until you pointed it out.”

Daring hummed noncommittally. “Assuming it’s as old as the civilisation that built this place, it’s at least a thousand years old. That’s plenty of time for lingual shift. Could changelings have built this place? It would explain why you’re able to use the keys…”

Max glanced at the smooth arches of the passage and shrugged. “I have no idea. I mean, I like their style and all, but it’s really… wasteful. We don’t need this much space, and it’s not cosy anymore. Also, it attacked me only after I opened my mouth.”

“Where do changelings come from, anyway? Like, right from the beginning.”

That’s actually a good question…

She frowned as she tried to recall her lessons in the hive. “History class didn’t go that far back. All I was taught is that ponies and changelings don’t get along, and it’s been that way for centuries. Little invasion here, small skirmish there, blah blah blah. There might be other hives out there, but I’ve never seen them. If the queen knows anything more than that, she’s hasn’t told us.”

"That's... a little sad, actually. Not knowing where you come from, I mean."

"Eh, we're used to it. Got bigger things to worry about."

Daring murmured something indistinct as she rose to all fours and dusted off her shirt and coat. She then squared her shoulders and peered into the darkness ahead. “You up for some more exploring?”

Max snorted. “Sure, why not? Not like we can go back, anyway.”

They continued on hoof. Daring had trouble flying again, and Max felt too battered to manage anything more than a leisurely walk.

She took the lead and called on her invasive memories whenever they the passage branched, always choosing the one that would lead to the greatest concentration of more complex structures. They encountered a few more gateways with alcoves, but those thankfully had either empty space where the golems were supposed to stand or inert ones that didn’t react to their presence.

The forks and gateways occurred with increasing frequency, until after maybe forty minutes of walking, the passage opened up into what looked like a vestibule of sorts, with massive pillars reaching up into the darkness above, too high for their puny lamp’s light to reach. The floor no longer sloped and consisted of huge, flat and smooth tiles, all black with veins of greyish minerals.

Much of the walls and flooring had rough grooves, fissures, powdery smudges and dark, glossy stains. They found metal scraps and shards, too, all rusted and brittle with age. Farther in, more broken weapons and rubble littered the floor, mixed with clusters of some whitish-grey splinters that looked suspiciously like bone.

“Looks like they had a battle here,” Daring whispered.

“Yeah, but against whom?”

“Could be anyone. Or anything.” Daring knelt low and brushed a hoof against a dark splotch on the floor, and the shadows danced with the movement of the lamp. “You’d expect a lot more bodies, though. Where are they?”

Max suppressed a shiver and trotted a little closer to Daring’s side.

When a metallic glint up ahead caught Max’s eye, she nudged Daring and strode forward to inspect it, but her hoof struck something, and she froze as the rounded object – a helmet? – clattered and rolled away into the darkness. Its dry scraping echoed throughout the massive hall, and she thought she heard something wail in the distance. It skittered too, somewhere off to the side of the hall, opposite from where their passage connected.

Oh grub.

They stood like petrified statues for a moment. She heard some faint fluttering. Clacking pebbles. Furtive scratching. Daring didn’t put the light out. Max knew she wouldn’t be able to relight it in time if something came after them.

She almost jumped when she felt a hoof on her back.

“We should move,” Daring breathed into her ear.

Max nodded.

She’d barely lifted her foreleg when she heard the shrill whistle of something flying over her back with blinding speed, ruffling her feathers in its wake. Another whistle followed just as Daring uttered a curse, and this time she felt something graze her foreleg. The third whistle ended with a meaty thump, and she lurched when her right hind leg folded under her weight.

She blinked a couple of times, unable to comprehend the shouting that reached her ears. Daring rushed to her side, wrapped a foreleg around her barrel and tried to drag her away, but her legs simply didn’t cooperate. Then, she glimpsed the rod sticking out of her flank, just below her imitation of Axle’s cutie mark.

What?

A second later, she heard a repetitive series of low-pitched whooshes, and then something slammed into her side and sent them sprawling on the floor. Daring grunted when Max landed on her, and she heard their lamp shattering somewhere, plunging them into darkness. When she tried to get up, a mass of coarse tendrils held her down, and squirming only tightened their grip on her until she could barely move. When Daring’s saddlebag bumped against Max’s right hind leg, it felt like a vice slowly crushing her bone with the weight of an anvil.

Whilst she lay on the floor squeezing her breath out with a silent scream, she heard the flutter of wings and clip clop of hooves. Three or four flickering lights blossomed into existence just a few paces away, and Max realised that she was thoroughly entangled in thick netting, weighed down with steel balls. She had a deep gash on her fetlock, and warm, dark fluid oozed from her flank around the bolt’s shaft, and more dripped from the sharp, diamond-shaped tip poking out of her skin on the other side of her thigh.

“You really are making a habit of turning up in unexpected places,” said a stallion’s smooth voice.

The air tasted of glee and triumph.

Blinking away tears, Max looked up and saw a pair of green fetlocks step into her field of vision. Other figures emerged from the darkness, illuminated by the shuttered lamps. Red coat, big shadow. Blue eyes, grey coat. Fluffy ears, bat wings. Blue mane, yellow coat. Brown feathers. All familiar faces, all with grim smiles or toothy grins. Some of them held crossbows.

Her mind reeled.

No. They found a way in. This isn’t happening…

She tried to call up her magic, but the throbbing agony in her leg smothered her efforts and simply left her gasping and whimpering.

Daring groaned. “Well… shit.”

Galleon’s horn glowed purple, and Max felt the cold touch of his magic as he grabbed their chins and forced them to meet his gaze through the netting.

He then smiled thinly. “Indeed. We’ve got so much catching up to do, my little ponies.”

Chapter 6

“Axle Grease.”

Max swallowed hard when Galleon uttered the name of her stolen form.

He towered over her with his five cronies – big, red pegasus Blizzard, brown pegasus Wind Shear, bluish-purple thestral Furlong, yellow unicorn Speckle and grey pegasus Short Fuse – wearing the thin smile of a chess master who had all the pieces on the board exactly where he desired, and he wanted them to know it.

“You’re either a terrible disappointment for fraternising with the enemy, or we have a very special individual in our midst.” He paused to glance at her impaled leg and sniffed dismissively. He then locked eyes with her and growled, “Shed your disguise. Now.”

Oh, grub.

Max tried to meet Daring’s eyes, but Galleon had too firm a magical grip on her muzzle to allow more than a glance from the corner of her eyes. She sighed and attempted to revert to her natural form, then yelped when she felt as if somepony had twisted a knife in her leg. The green flames fizzled out almost as soon as they flared into existence.

Panting, she twitched her injured leg and shook her head. “I… I can’t. Not with that stuck there.”

Galleon’s smile disappeared. His eyes bored into hers, searching for a sign of deceit. For a moment, Max thought he might just command her to transform anyway. She technically could, even if it went against every instinct and might even make her pass out.

“I call bull,” Wind Shear said with a sneer. “I’ll bet it’s just playing—”

Galleon silenced her with a raised hoof. He then frowned at Max and said, “So be it; we’ll do it your way. But if either of you take advantage of my goodwill, impalement will be the least of your worries. Lie on your back and hold still.”

It took a little bit of clumsy manoeuvring under the nets to get into the right position, made all the more awkward under the lamp lights and watchful gazes of Galleon’s followers, but Max eventually lay on her back and exposed her belly to him so he could see the exit wound. She then gasped when the crossbow bolt glowed at both ends with his purple magic; her muscles quivered at the slightest pressure he exerted.

He snapped the fletched end off, then tugged at the arrowhead. She gasped and clenched as he dragged it out inch by agonising inch, shrieking whenever he had to jerk it loose like a nail stuck in hard wood. At some point, Daring offered moral support and placed a hoof on her shoulder, but could otherwise do nothing to help. Eventually, the whole shaft came out with a sickening, wet slurp that she might or might not have imagined, all slick and glossy.

Galleon then tossed aside the shaft and regarded her coldly. “All done. Your turn.”

Still quivering, Max took a moment to breathe deeply and compose herself before the next ordeal.

Green fire engulfed her. She screamed through her teeth when it reached her thigh; it felt like a corkscrew working its way into her wound, warping and twisting her flesh aside. Thankfully, the couple of seconds it took to change forms didn’t stretch out too much, and the pain subsided sufficiently that she no longer felt like curling up and whimpering like a kicked puppy.

Everything still hurt, though. Her bruises and lacerations remained unhealed underneath her black chitin, and her magical reserves still needed topping up if she wanted to do anything more strenuous than walking and talking. Worse still, her chitin had formed imperfectly over the wound, with fractured edges around the hole. A dark line of blood trickled down her thigh as the others stared at her. Her furiously thumping heart really didn’t help in that regard.

“A changeling.” Galleon rubbed his chin and nodded sagely. “That does clear up the mystery quite a bit; certainly gave us a merry time trying to fathom how you’d pulled off such a brazen escape. I assume you played the part of Miss Sunny Spring first, followed by that formidable stallion who helped our mutual acquaintance off the train?”

She nodded mutely.

“Told ya. Pay up!”

Max saw Wind Shear elbow Furlong repeatedly in the ribs whilst wearing a smug grin. Furlong scowled, first at Wind Shear, then at Max, before finally grumbling something unintelligible as she stretched out a webbed wing and dropped a few shiny bits into her pegasus companion’s upturned hoof.

They’d figured her out. Unsurprising, given how many clues she’d dropped since their scuffle on the train.

Max searched for Speckle and saw him standing a little farther back, with a couple of his accomplices firmly between him and Wind Shear. She tasted a surge of embarrassment laced with fear and longing when he glanced at Wind Shear, and she had to fight back a snigger when he then turned to her and gave her a clear view of his right eye. A faint smile did work its way onto her muzzle, though, and he hurriedly looked away, blushing furiously through his yellow coat. It looked really clownish when combined with his blue hair and teal eyes.

Oh, that’s just perfect. Hee hee!

Poor sucker must’ve fallen hard for her when she’d smooched him whilst wearing Wind Shear’s face back in the train’s restroom, and he’d probably tried to follow up on that with the real mare when they’d woken up. With that fresh, puffy shiner he had, it didn’t take a genius to figure out exactly how Wind Shear had reacted to his advances.

Her smile vanished when she saw Wind Shear and Furlong smiling back at her. They were practically rubbing their hooves in anticipation.

Oh, hayseed.

“Do you have a name, changeling?” Galleon asked sternly.

Max glanced at Daring, then hissed when Galleon prodded her thigh with magic.

“I didn’t ask her. I asked you.”

“I’m Maxilla,” she murmured, wincing.

“Very well, Maxilla.” Galleon turned to Daring and gave her a mirthless smile. “Quite the companion you’ve acquired. We’ll certainly have to chat about how you discovered its importance to our quest, and how you convinced it to aid you in such a dangerous endeavour. You’re not sleeping with it, are you?”

“Bite me,” Daring growled.

“Considering where you’ve been, I think I’ll pass on that,” Galleon huffed. He then frowned as his horn lit up with magic and added, “Now, you know the drill. No sudden moves.”

Blizzard and Furlong kept their crossbows trained on her and Daring Do whilst Galleon disentangled them from the weighted netting with practiced ease, expertly spinning and unravelling the metal balls out of the mess without missing a beat. Max yelped when he gave the netting a final yank from under them, and they both tumbled once before sprawling out on the cold floor. Daring’s hair and feathers looked awfully frazzled from the experience, but she showed no sign of discomfort otherwise.

Max’s wings buzzed for a fraction of a second before she forced them still, and she wondered if she and Daring could take to the air quickly enough to evade their shots. Perfectly coordinating that with her would pose a problem, though…

Hayseed. Too risky.

Galleon packed the netting into Blizzard’s saddlebags whilst Wind Shear unceremoniously stripped Daring of hers. Whilst she rooted through their belongings, he motioned for both of them to stand.

“Just wait a minute,” Daring piped up with a frown. She scooted over to Max, then froze when they tightened their grips on their crossbows. “Calm down! Just let me help her.”

Galleon shook his head as he levitated out two sets of shackles from his saddlebags. “First things first.”

“Aww, come on!” Daring growled through her teeth and jabbed a hoof in the direction of Max’s injured leg. “She’s bleeding real bad. If you’re not going to do anything about it, then at least let us patch it up before the smell attracts predators or something. Who knows what’s lurking down here!”

That got them thinking, at least. Speckle and Wind Shear began looking around warily, whilst Blizzard’s and Furlong’s ears perked up and twitched. Galleon simply scowled, and Short Fuse looked more concerned with a few balls he was juggling with one hoof than anything that might spring out of the shadows.

Eventually, Speckle raised a hoof and cleared his throat. “Well, I’ve got a needle and some surgical thread in my pack. I don’t know if they’re good for a changeling, but I could—”

“I can take care of myself,” Max interjected. “Just don’t shoot me while I fix it up, ’kay?”

“Very well. Make it quick,” Galleon said with a nod. He then turned to Daring and beckoned her over. “You, on the other hoof… come here.”

Max tried to ignore the clinking of chains and the mixed taste of varying degrees of fascination and disgust coming from their captors as she secreted resin from her pores and slathered it over the entry and exit wounds on her thigh. It stung at first, but it soon gave way to dull warmth over some internal throbbing as the resin dried and hardened upon prolonged contact with air. Unlike glue, it didn’t get brittle or crusty and retained a certain degree of pliability so that it flexed with her movement.

She still felt like she had a knife inside her leg whenever she stretched her muscles, but at least she didn’t have to worry about bleeding all over the place. Any longer, and she might’ve gotten a permanent case of light-headedness.

“Eww.”

Max looked up and saw the others staring at her, except for Galleon and Daring. Wind Shear in particular had wrinkled her snout and was looking at her with narrowed eyes, as if she’d just seen somepony relieving themselves in public or something equally indecent.

Never seen a bug before, huh?

She hesitated, but her tongue slipped before she could use her better judgment. “Got a problem with me?”

Wind Shear grinned. “Yeah, but not because you’re ugly as heck. You sound gross, too.”

Before Max could retort, Galleon’s smooth voice cut in. “Now, now, children. We have more important business to attend to, so let’s make this quick.”

He came with a bundle of chains in tow, and Max quietly ground her teeth as he shackled her. One manacle clamped tightly above every hoof, each linked to its lateral neighbour with a length of chain just long enough to allow her to stand up straight in a relaxed stance. Another length of chain linked the pair between her front legs and her hind ones, and it went all the way up to the metal collar that Galleon clanked into place around her neck.

Daring was similarly trussed up.

She pretended to stare at the floor and her hooves as she struggled up and swayed on the spot, using it as pretext to examine her bindings. The chains weren’t all that thick, but they were also too short for her to get any leverage on them to break through muscle power alone. And when Galleon ordered her to stand, she quickly found that they would not allow anything faster than a brisk walk. The shackles had no kinks in the hinges that she could exploit; Galleon must’ve paid good money for them…

“Hey, hey, what do you think you’re—get that thing away from me!” Daring cried.

Max looked up and saw Daring shove Speckle away with a wing.

He stumbled back with a yelp, and Wind Shear gruffly barged past him to deliver a vicious punch into Daring’s gut. She doubled over, wheezing, and Wind Shear bowled her over with a body slam that sent her crashing to the floor on her side. She then bit the tips of Daring’s primaries, stretched her wing out over the floor and pinned it down with a hoof whilst Speckle loomed over her, with a serrated knife floating in the air beside him.

Max’s pulse quickened when the knife descended.

“Are you guys serious? Can’t a mare keep some pretty plumage once in a while?” Daring growled into the floor. “I just regrew these!”

Speckle didn’t stop until he’d sheared off the top halves of most of her feathers. He then cut across the back of Daring’s shirt and through her sleeves so that Wind Shear could strip the dirty shreds off her and toss them away.

Guess they don’t trust her with pockets, either.

Upon finishing his task, he turned his eyes to Max. She followed his gaze to her back, to her diaphanous wings, and blinked a couple of times before her jaw dropped when the realisation hit her. She tripped on her chains when she tried backing away and fell onto her rump with a pained grunt.

Speckle gulped and turned to their leader. “Brother Galleon?”

Max saw Galleon reluctantly tear his eyes away from something in Daring’s saddlebag. He frowned and opened his mouth to answer, but before he could get a word out, she shook her head frantically, rattling her chains as she did so.

“Please, no! Our wings have huge veins in them; I’ll bleed out!” Max flattened her ears and threw a terrified glance back at her wings, as if afraid they might vanish any moment, then gulped and shook her head again. “They won’t grow back. Please…”

They technically could at her next moult, but she didn’t need to give that away.

Galleon waved a hoof irritably and turned his eyes back to the green glow in the bag. “Just bind them with rope. No need to resort to maiming, even if she isn’t a pony.”

Daring snorted. “Ever the gentlecolt, aren’t you?”

Max narrowed her eyes at her and mouthed, “Not helping!”

Daring’s words didn’t get a rise out of him, though. He simply shot her a sideways glance and intoned, “Don’t test me, Miss Do. Your friend is fortunate that I harbour no irrational fear or hatred for her kind; other ponies might not be so accommodating.”

“Brother Galleon, might I point out that the changeling could still escape?” Speckle looked almost apologetically at Max, bit his lip, then averted his eyes and added, “She slipped out of her cuffs easily enough last time, and we don’t have a suppression ring for her horn...”

Hayseed! She’d been hoping they wouldn’t think of that…

“Got an easy fix for that, boss!” Short Fuse piped up.

All eyes turned to him as he waved a stick of dynamite in the air. Nopony said a word at first, until Furlong and Wind Shear exchanged knowing looks and grinned like wolves. Even Galleon smirked once the realisation hit him.

“Yes, that would do quite nicely.”

Oh grub. You’ve got to be kidding m—

Max had barely noticed Wind Shear’s approach when she felt something like a sledgehammer slam into her midriff, driving all her air out.

“Hope you enjoyed that kiss.” Wind Shear whispered as she shoved Max to the floor and pinned her down. “My barn door don’t swing that way, bugface.”

Groaning, Max instinctively tried to push her off with magic, but a quick hoof-jab at her horn sent an explosion of pain and flashing lights behind her eyes, effectively removing any desire to resist. She could only wince as Speckle tied down her wings with coarse rope whilst Short Fuse enthusiastically stuffed a pair of dynamite sticks through the holes on her hind legs and bound them tightly in place with gauze.

“Now, I want no more trouble from you. If I see so much as a spark on your horn, you’re resting in pieces,” said Galleon.

Her heart sank into her belly. Even if she somehow managed to break free, she couldn’t outrun or outfly their magic. All they needed was one good spark to hit a fuse, and… boom. Instant paraplegic bug, if the blast didn’t send her straight to the afterlife.

This is it. These guys mean business.

Her limbs trembled. Her jaw quavered. Her insides felt like jelly.

They can’t mean to blow me up, right? They’re bluffing. They’re not that ruthless... Right?

Short Fuse hummed a happy tune to himself as he inspected his hoofwork, casually tossing another explosive stick into the air and catching it with a wing over and over again. Probably wondering if he could jam another one into her leg somewhere, the psycho.

When he met her eyes, he grinned and said, “Hey, nothing personal. Sometimes, I see a hole and I just have to put a boomstick in there, you know? It’s an awful habit.”

We’re so bucked.

“Now that we’ve gotten the nasty business out of the way,” said Galleon as he sauntered over, carrying a pair of rune stones in his magical grip, one glowing and one inert, “we can finally get back on track to finding the Master. He is close. You can feel him, can’t you?”

Those last words were directed at Max.

She just kept her mouth shut, hoping that he didn’t know enough about changelings to get a good read on her body language. She could still hear the ghostly whispers coming from the stones, but he didn’t need to know that, and she definitely didn’t want to clue him in on how to reactivate the inert stone. It was probably the first one that she’d accidentally activated several days ago, now dark and blank without a changeling to keep it powered ever since he’d swiped it from them on the train.

Not that he needed much cluing in, though. She could see it in his self-assured smile.

“So much for your lies about complex rituals and fancy lab equipment,” said Galleon as he waved the glowing one in front of her muzzle. “If you could awaken this stone in the middle of the jungle, I imagine it doesn’t involve anything quite so tedious. Are you ready to cooperate?”

Max glanced at Daring, who only gave her a weary nod.

She swallowed and murmured, “Okay.”

“Show me the spell.”

Spell? What?

“Wait!” Max recoiled and tried to shield herself with a foreleg when he levitated the dark stone over to her, but the chains only allowed her to raise it a few inches, and she ended up doing an awkward hop to avoid losing her balance.

He frowned. “What’s the problem?”

“It—it doesn’t use magic. It activates on contact with me. It just needs a changeling.”

His eyes widened slightly. “Is that all?”

“Yes.” She ground her teeth and frowned as she remembered the visions that assailed her and continued, “But… I can feel something on the other end whenever I touch it. And whatever it is, if it’s really your Master, he sure as hay doesn’t feel like someone you want mucking around inside your head.”

“I imagine he would seem perilous to someone unworthy of becoming a disciple.” His eyes hardened, and Blizzard and Wind Shear cracked their hooves together menacingly. “Touch the stone now. It’s not a request.”

He held the black stone out to her on an upturned hoof. Max sat on her haunches and reached out gingerly with both forelegs, then steeled herself with a deep breath and placed her hooves on top of it. She gritted her teeth as the ghostly voices swept her into a cold void filled with swirling lights and shadows of varying shades of teal and black. No other colours existed.

Once again, the kingly changeling stood in the middle of the void, staring directly at her. But this time, she felt another presence by her side. Turning her metaphorical head, she saw a unicorn stallion, oddly discoloured and wispy to match the teal and black aesthetic of their surroundings.

Galleon?

He gave her a sideways glance, but she couldn’t make out his expression. He looked like somepony had painted over his face with smoky ink on wet paper.

Eyes watched them from all sides, but the only pair that mattered belonged to the figure in front of them. Max tried backing off, but her hooves felt firmly rooted in place. Galleon, on the other hoof, knelt and bowed his head as the changeling king strode towards them. The Master stopped just a tail-length away, towering over them like an ancient titan, regal and beyond comprehension. His smooth, flawless chitin shone with health and vigour; arcs of magic and lightning danced on his jagged horn; and his eyes held in their depths the combined experience and knowledge of an entire civilisation, lost to the ages.

“You are close. Waste no more time.”

His voice felt like a vice around her skull. Max grimaced under the pressure, but she also noticed that Galleon looked quite comfortable in his submissive position. If he had been subjected to the same mental assault, he gave no indication of it.

She turned her gaze back to the changeling king, drawn to the deep, teal glow of his eyes. A master. The Master. Her Master. She needed to find him quickly, before time ran out. Nothing else mattered because—

No.

Nothing else mattered. Because…

Oh, hay no.

Max ground her teeth and wrenched her eyes away. She already had a queen, and one monarch was more than enough.

The moment she broke eye contact, the creepy desire to cater to his every whim dwindled to a tiny notion at the back of her mind. His voice still exerted pressure on her head from every angle, but at least she no longer felt so… exposed.

“You know the way. Come.”

“Yes. With due haste,” said Galleon.

Max blinked and found herself back in reality, surrounded by Galleon’s lackeys in the middle of the dark vestibule. Shadows danced at the edges of their flickering lamplights. The others were staring at her and Galleon with varying degrees of awe or boredom, the latter coming mostly from Short Fuse whilst he casually spun a cherry bomb on the floor like a top.

“You okay?” asked Daring, brows knitted with concern.

Max nodded and staggered onto all fours. “I think so.”

“Ecstatic,” said Galleon with a thin smile as he packed both glowing rune stones into his own saddlebag and tossed Daring’s over to Blizzard. “Now that you have seen his majesty and felt his power, can you not see that our quest will benefit all of ponykind?”

Majesty?

Sure, she couldn’t deny that the Master had a compelling aura of power about him. But what made Galleon think that he was going to share any of that with dirt-eating grubs like them?

Galleon must’ve mistaken her stare for awe. Chuckling, he turned away and signalled with a hoof to his lackeys.

A general ruckus followed as they stowed their crossbows and gathered up their equipment, leaving Max and Daring briefly and idly standing around under Blizzard’s watchful gaze. Once his companions had finished readying up, Galleon took the lead and began trotting straight towards the far end of the vestibule. Wind Shear and Furlong trotted on either side of him, just slightly behind so that he was the tip of their arrowhead formation, with Max and Daring stuck right in the middle. Blizzard stayed right on their tails to bully them along whilst Speckle and Short Fuse brought up the rear.

Though reasonably light for their size, Max did not appreciate the extra weight of the chains, and the dull, persistent throbbing in her right hind leg compounded with her other cuts and bruises made each step a trial. She also had to try very hard to ignore the ungainly tightness in her hind legs resulting from Short Fuse’s dynamite implants. If she could just forget they existed, then she wouldn’t have to fret about every possible way somepony might accidentally set the fuses alight…

Whenever she failed to match Galleon’s brisk pace and started flagging, Blizzard would give her a shove to put her back in formation. After overbalancing and falling flat on her face for the second time, Daring stayed close so she could lean on her and hobble along. They sometimes stumbled on each other’s leg or chains, but that was preferable to bruising her muzzle further. The incessant clinking and scraping of the metal links grated on her ears, though.

“Seriously, we’re making enough noise to wake the dead with these things,” Daring muttered.

“Acceptable risk,” Galleon replied without missing a beat. He didn’t even look back at her. “Besides, we’re quite capable of protecting ourselves.”

Max remained silent and concentrated on walking.

Too many things warred for attention inside her mind. The Master. The explosives in her leg holes. Whispering voices in her head. Ancient golems swinging huge fists at her. Collapsing tunnels…

Stale air poisoning her every breath…

A battlefield with missing bodies…

Crossbow bolts nailing her to a wall…

Max felt like somepony had poked a hole in her to let her insides spill away. She felt hollow. An empty shell moving to its doom without reason or purpose.

No one would find her down here, so far from the rest of the world.

Just another skeleton without a name.

A changeling without a hive.

A dead—

“Hey, take it easy!” Daring gently shook her shoulder. “Breathe!”

Max blinked and felt her heart hammering away in her chest. The inside of her mouth had gone bone-dry; her tongue felt like sandpaper against her fangs. Her chains rattled with each shaking step. Gradually working her clenched jaw loose, she got her saliva flowing again and gulped. She then forced herself to take slow, steady breaths until the walls stopped closing in on her.

“How do you deal with this?” she croaked. “The books never—”

“Teen rating, remember?” Daring chuckled wryly. “Things don’t get this bad every time, but you’ll get used to it. I did. Just your luck that you got thrown into the deep end for your first adventu—”

Blizzard cut her off with a shove to her rump. “No talking!”

Daring threw him a dirty look, then rolled her eyes once she’d straightened out and gave Max a pat on the shoulder. A small gesture, but her calm reassurance and concern tasted like honey to Max, filling the void in her chest. It didn’t sate her – nothing ever did – but at least it took the edge off her weakness so she could focus on things other than impending doom.

Galleon led them from the vastness of the vestibule into a broad passage, wide enough to accommodate three or four carts side by side and about two and a half storeys in height. It was just as dark as the previous ones, but Max could visualise it branching for miles under the mountain, leading to a vast network of halls, caverns and ventilation shafts. One specific pathway stood out in her mind like a beacon – the one that led to the Master. Her brain ached with the implanted memory. She knew the way. Presumably, so did Galleon. Beneath his calm mask, he practically glowed with pride and anticipation.

The others tasted more of cautious optimism. Wind Shear, Furlong and Blizzard tempered that with a dry, shady miasma of apprehension that tickled her hunger. They knew they were entering the presence of a predator, the Master’s if not whatever creatures that lurked in the city. Short Fuse, on the other hoof, tasted like a colt on his first day at a theme park. Bright, sweet and bouncy. Glancing back, she could see him turning his head left and right to admire every pillar, arch and tunnel that they passed with huge, roving eyes that almost sparkled with little stars.

Probably can’t decide which one to blow up first…

Max’s eyes widened when she focused on Speckle’s output. She could taste sympathy, and something else bubbling just under the surface. Something vaguely spicy.

She threw a look his way and caught him with his gaze somewhere in the vicinity of her rump. His pupils shrank when she locked eyes with him, and he turned his head so quickly that she almost heard his neck creak in protest. She didn’t miss the fiery-red patch blooming on his cheek, though.

Wait. Is he…

Facing forward once more, Max waited a while before putting a subtle sway into her hips as she walked, swishing her tail from side to side. She then had to suppress a grin when she tasted a rush of spicy redness radiating from Speckle.

Oh, this is just adorable. Hah!

Max didn’t care if he was just plain desperate after Wind Shear’s rejection or if he’d accidentally discovered a kink back at the train with her, but that was definitely something going at least halfway right on their unmitigated disaster of an adventure. She kept feeding him eye candy, and in return, she got to soak up some of his appreciation for her admittedly sleek form. Just an extra snack to tide her over until they found an opportunity to escape.

Speaking of which…

They could not go back the way they’d entered. Not after collapsing the tunnel on the golem. That pretty much left Galleon’s entry point, unless they lucked out and found another exit before starving or running out of air. She had the implanted knowledge somewhere in her brain, but whether she could muscle through the pain to recall them clearly was something she didn’t want to test at the moment.

How had Galleon even found a way in without an active rune stone, anyway? She remembered the unicorn cultists back at the outpost fretting about his displeasure if they couldn’t get the door to open with their magic, and—

Oh.

Max almost tripped over her chains as she remembered the cultist’s words: “I’m not sure if he’ll be in a position to complain if it doesn’t open.”

She remembered the steady wind in the passage ceasing a few minutes after entering from their end on surface. Galleon had already gotten in before them, just from the other side of the mountain. The door had simply shut after him, the same way theirs had. And his rune stone must’ve simply run out of power in the meantime, the same way theirs had before she’d recharged it at the entrance.

So much for being one step ahead of them…

She shook her head.

That’s enough. No more downer thoughts.

Daring always had an eye for detail when in a tight spot. “You never know when it might save your life,” she once said to a sidekick.

Time to pay attention.

Suppressing a shiver, Max turned her gaze back to her surroundings as their party marched deeper into the labyrinth. Scraps of metal and probable bone shards littered the floor all the way from their point of capture. Farther in, the walls and floor still bore cracks, grooves and streaks of black residue and dark stains. Scorched blocks of stone the size of carts and some ruined pillars obstructed the passage at intervals of ten to twenty yards, often accompanied by gaping hollows in nearby walls and shattered arches.

“Barricades,” said Blizzard. “They were under sustained attack.”

“From what?” Speckle’s voice quavered slightly as he cast his teal horn-light onto a misshapen lump of rock that looked suspiciously like golem’s leg, if partially melted. “I don’t fancy our chances if we meet whatever it is that destroyed such a powerful civilisation.”

Suddenly, Furlong raised a hoof and clicked her tongue sharply.

The others immediately froze in response and shuttered the lamps, plunging them all into darkness. A few tense seconds passed as everyone held their breaths, during which Max heard some dull thumps and scraping echoing faintly from up ahead, too far along the passage to have been made by anyone in their party. It came at irregular intervals whilst they waited in silence, long enough that everypony had to breathe again.

By then, Max’s eyes had adjusted to the gloom, and there was just enough light leaking from the shuttered lamps for her to see everyone standing with tense postures and perked ears. Short Fuse chewed on an unlit match whilst the rest of them kept sweeping their gazes to and fro – futilely, she noted, judging by their unfocused pupils.

Her heart rate spiked when she looked at Daring Do. At first, she thought she was rubbing her fetlocks together to scratch an itch whilst resolutely staring off into the distance, until she spotted the tiny metal pin stuck into the key hole of the shackle around her right fetlock.

At the same time, she saw Furlong turning her gaze towards them, and she urgently tapped Daring’s fetlocks twice with a hoof. Daring got the message and ceased her efforts barely a second before Furlong locked eyes with Max.

Clearly, Furlong could see in the dark just as well as she did, and she frowned at them for a couple of seconds before she reluctantly turned her attention to Galleon and said, “I didn’t see anything. Whatever it is, it’s probably stationary and a ways ahead. Sounds mechanical. It should be safe to use the lights, but keep them low just in case.”

“Very well.” Galleon nodded. “You heard her, friends; lights low, and we move quietly.”

“Some of us can, at any rate,” Daring muttered, clinking her chains as they opened the shutters on their lamps.

“I’ll thank you not to deliberately draw unnecessary attention to us,” he retorted with a severe frown. “Your safety is very much intertwined with ours.”

“Better start being nice to us then, eh?” Daring sneered. “Desperate ponies do stupid things.”

His frown deepened. “One more word, and I’ll have you gagged.”

“Is it the ball type?” Daring grinned back. “Never would’ve pegged you as the kinky one.”

“Truly, yours is a wit to last the ages.” He sighed and gave Wind Shear a curt nod.

Whatever snarky remark Daring had coming up, it died on her lips when Wind Shear punched her in the muzzle. Her smirk twisted into a pained grimace as she hunched over and sneezed blood onto the floor a couple of times.

Max stared. Hayseed, what is up with you?

If she didn’t shut up, they might just decide to hold her responsible for Daring’s tongue, too. Then, Daring’s eyes flicked up to give her a sideways glance, and Max thought she saw them twinkle for a moment before she groaned, awkwardly wiped at her muzzle and straightened up.

“Any more words of wisdom?” Galleon asked.

Daring blinked a couple of times and said nothing. She simply glowered at him, her mouth a thin line.

He smirked. “Good girl.”

They resumed marching, though at a somewhat slower pace that allowed Furlong to scout ahead on the wing, sweeping back and forth amongst the debris.

Max’s mind still reeled from Daring’s lack of self-preservation. Galleon’s cult meant business and had already shown themselves plenty willing to dish out pain, so why would she—

Oh.

Daring had already unlocked one of the shackles; she still wore it around her right front fetlock, but unfastened so that she could easily pry it open when she needed to. Unless their captors looked closely with proper lighting, they probably wouldn’t notice, and Furlong had other things to worry about just then.

The metal pin had disappeared, too. Max realised that she must’ve moved it whilst she was hunched over from Wind Shear’s sucker punch, and she was probably already working on one of the other shackles. Either that, or Daring was hiding it in her mouth. It would explain her sudden inclination to keep her muzzle shut.

Max shifted her gaze elsewhere. With some luck, the others wouldn’t notice anything amiss, and she had no intention of tipping them off.

The scraping noises still came at irregular intervals as they traversed the passage, growing louder as they went deeper and deeper. The place showed increasing signs of combat and structural damage along the way. A couple of times, they came across substantial piles of rubble nearly a storey high; she and Daring received plenty of assistance in the form of rough pushing and tail-pulling to climb over them. Streams of damp sand spilled from cracks in the walls, leaving smooth, wavy patterns on the floor to mark where water leaked in from the surrounding earth. All around, Max saw scraps of equipment made unrecognisable by rust and rot.

Eventually, about half an hour from when they first heard those scraping, thumping noises, Furlong came back to the party from a particularly long sweep ahead.

“Good news is that I’ve found the source of disturbance – it’s a wrecked statue, exactly like the one we blew up. Looks like it can’t move, so we should be safe so long as we don’t get too close to it,” she said whilst hovering restlessly. She then threw a glance to the darkness ahead and clicked her tongue a couple of times, frowning.

“I know that face. What’s the bad news?” asked Blizzard.

Furlong landed deftly and pointed a wing-thumb over her shoulder. “Bad news is that we’ve got a total cave-in up ahead. I can’t find a way through, and the last detour was a long way back.”

“I am not backtracking through this dirt hole unless we absolutely have to. This air makes my feathers itch.” Frowning, Wind Shear trotted forward and tipped her head towards Blizzard. “You sure our meathead can’t just smash his way through?”

Furlong shrugged and beckoned them with a wing. “Can’t say. See for yourselves.”

They trotted past a long stretch where the entire wall and half of the ceiling on the left had collapsed, leaving a slope of rubble that narrowed the passage to a third of its original width. It still left them plenty of room to move at first, but it gradually narrowed the farther they went.

A headless golem lay half-buried up to its torso in the slope of rubble, pinned to the floor by a huge, broken pillar on its back. Its single remaining arm clawed at the floor in a futile attempt to drag itself forward; its blunt, worn-down fingers had dug furrows into the solid stone.

They kept a respectful distance from the golem as they went past it, but they couldn’t go very far before the entire breadth of the passage was completely obstructed by a mound of pale, shattered limestone and huge blocks of black, marble-like rock. It stretched from left to right and went all the way up to the cracked ceiling, with no discernible gaps.

“Yeah, I’m not bucking my way through that.” Blizzard kicked a pebble away and shook his head. “We’ll probably need a full team with pickaxes to get through this any reasonable timeframe.”

“Is there another way around it?” asked Speckle.

Galleon’s eyes narrowed as he peered at the massive pile of rubble. A moment later, he directed his scowl to the floor and began pacing and murmuring to himself.

Max hid a smile.

She still knew with uncanny certainty that they had to go straight ahead to reach the Master, but the implanted memories didn’t say anything about such a significant roadblock. After fighting through a bit of painful throbbing in her brain to browse through the foreign memories, she realised that there was an alternative route, one that would probably take the better part of a day looping back around to find the correct underground road. Guiding them through this route implied that he didn’t know about the cave-in, and if the Master didn’t even know that about his own city, then maybe he wasn’t quite as powerful and all-knowing as Galleon wanted them to think…

“It doesn’t look like a natural cave-in. It’s a little too clean and steep,” Speckle mused as he trotted up to the rubble and swept his horn’s teal light from the base to the ceiling.

His eyes then widened when he prodded at a patch of apple-sized rocks; they didn’t give way, even though they looked quite loose at first glance. “They’re fused together! Doesn’t look like tar or mortar – could be extreme heat. This definitely looks like a deliberate attempt to seal off the passage.”

“I’d say they did a pretty good job of it,” Furlong huffed. “I can’t hear anything from the other side.”

But why?

The question hung in the air as everyone turned to Galleon.

His scowl deepened. “Anypony with enough power and influence will eventually accrue enemies envious of their gifts, and I believe the Master is no exception. Be they dragons, windigos, rival alicorns or even accursed inhabitants of Tartarus itself, we will not be deterred by a mere wall they built, and a crude one at that.”

Daring snorted. “Oh, sure. Digging out an ancient being that had been deliberately sealed away, all because he has promised you immortality and limitless power. What could possibly go wrong?”

“Still unconvinced, I see.”

Daring rolled her eyes. “What gave me away?”

“If you have seen what I’ve seen, you might not be so quick to dismiss it.” Galleon inclined his head to Max and added, “Just ask your friend.”

Max shared a look with Daring but kept her mouth shut.

“In any case, your opinion matters not,” Galleon continued, turning to face the rubble once more. “We’ll find a way. Short Fuse, if you could—”

“Celestia’s hoof clippings, Shorty, don’t you dare light that thing!” cried Wind Shear.

Max whirled around and saw Short Fuse way behind, crouching just out of the headless golem’s reach. He had a burning match in his mouth and was frozen in the act of inching towards a long fuse on the floor that ran all the way to a bundle of dynamite sticks he’d planted on the golem’s torso.

Short Fuse blinked innocently at them. “What?”

Galleon facehoofed and sighed. “Short, leave that thing alone and come here. We have more important problems to deal with.”

He raised a hoof. “Okay, but can’t I just—”

“Now!” Blizzard roared and stomped his hoof. “On the double, acolyte!”

Short Fuse winced and flattened his ears. He then spat the match out and reluctantly trotted over to them with a pout, muttering under his breath. “Do this… do that…”

Max kept well out of his way in case he had another lit match hidden somewhere. She’d almost forgotten about the dynamite he’d stuffed into her leg holes.

“What do you think?” asked Galleon when he reached his side. “Can you clear a way for us?”

Short Fuse stuck his tongue out the side of his mouth like a colt trying to figure out a particularly difficult math problem as he peered at the rubble. He then took to the air and flitted to and fro along the blockage, prodding and kicking it at various intervals. A couple of times, he pressed his ear against the smoother, solid sections and listened whilst tapping a hoof against the stone.

Eventually, he landed beside Galleon and tapped his chin thoughtfully with a hoof whilst he frowned at the rubble. “Not too thick, but it’s a pretty good seal. I could get through it with a couple hundred pounds of dynamite, maybe a barrel of pure nitro-glycerine…”

“Short Fuse… I want to get to the other side. Not level a mountain,” Galleon deadpanned with half-lidded eyes. “Do you have enough on you to get us through?”

“Oh, not a full clear, then.” Short slumped his shoulders and pawed at the floor with a crestfallen sigh. “Well, if you just want a hole big enough to crawl through… yeah. I can do that. Just gimme fifteen minutes.”

“And how bad will it be?” asked Wind Shear.

“What?”

Furlong groaned and flicked her tail. “She means, how far should we run in order to, you know, not die?”

Short Fuse thought about it for a moment before giving them all a manic grin. “Oh, you won’t have to run too far. A hundred metres should do. I’ll be good, I promise!”

“For the record, I’d much rather take a detour,” said Speckle.

“There isn’t one,” said Galleon with an air of finality as he levitated a small pickaxe from one of the bags and tossed to Short Fuse. “Set up and let’s get this over with.”

They left Short Fuse one of the lamps, and Max last saw him zipping back and forth around a small section of the blockage like a hummingbird, hacking his way into invisible weak points with surprising skill and precision. He then stuffed the resulting cavities full of explosives that he pulled out of his mane, tail and from under his wings – more than any mortal pony should’ve been able to hide on their naked self at any given time. When she turned to Daring for an explanation, she simply got one of those helpless shrugs that said, ‘Try not to think too hard about it. You’ll only hurt yourself.’

They retreated a good two hundred metres or so back and hunkered down behind one of the improvised barricades. It was a solid block of black stone at least a metre thick and tall enough that even Blizzard couldn’t peer over the top after rearing up on his hind legs.

Max and Daring had wedged themselves in the corner where the barricade met the wall, whilst Galleon, Wind Shear, Furlong and Speckle sat in a row with their backs to solid rock. There wasn’t enough room for Blizzard, but he seemed content enough to just sit in front of Max and Daring like a guard dog.

Almost ten minutes had passed since they’d left Short Fuse to his business.

The only sounds in the tunnel were their nervous breaths and the incessant scraping of the golem’s arm.

“I would suggest covering your ears the moment we hear him coming,” said Galleon.

Max paused halfway raising her forelegs to her head. “Wait, what? Won’t he be setting up the detonator here with us, where it’s safe?”

“Really, have you even met him?” Furlong cocked an eyebrow and snorted. “He’s called Short Fuse.”

Just then, Short’s voice reached them, long and hollow from echoing through the passage. “Here we go. Hold on to your flanks!”

Max had just enough time to duck and cover her ears before a deafening boom shook the passage. The world trembled for a couple of seconds, followed by a surge of air that washed over the top of the stone block, raining dust and stone flakes down on them.

It took a few seconds for the ringing in her ears to go away, and even then, everything sounded a little tinny, from the collective coughing around her to the distant flapping of wings.

“You guys can come out now!” Short Fuse called out.

“I’m going to kill him. I’m going to kill him so hard that his ancestors will feel it,” Furlong growled as she massaged her ears. She had tears leaking from the corners of her eyes.

“Get in line,” Max muttered.

Furlong glared at her for a moment, then chuckled before turning away.

Upon leaving cover, they heard Short Fuse fluttering ahead of them in the passage. Upon catching up, they found him hovering before the improvised wall. His ashy, muted green hair and grey coat were blackened with patches of soot, clouds of dust cascaded from his wings with every beat, and he had a huge grin plastered to his face as he admired his work. He’d apparently planted his explosives along a fault line, and the blast had created a fissure just large enough for a mid-sized pony to squeeze through.

Furlong poked her head in first and listened.

“Anything?” whispered Galleon as he trotted up to her side.

She pulled her head back and shook it, wincing a little. “It’s probably clear, assuming this maniac didn’t burst my eardrums. I’ll go first. Keep the lights low.”

They went through one at a time without incident, except for the part where Blizzard had to suck his gut in whilst Wind Shear pushed him from behind.

The air on the other side stung the inside of Max’s nostrils with its dryness, and it also carried some sharp, musty scent that she couldn’t quite place. It conjured up images of thorns, sand and spiders in her mind, for some reason, and she could see from their flared nostrils and the way Speckle and some of the others were fidgeting that they didn’t like it any more than she did.

After marching for only a couple of minutes, they found the bodies.

Ponies. Minotaurs. Diamond Dogs. Even a couple of adolescent dragons. Scaly or hairy, their skins were discoloured, wrinkled and bone-dry with age, drawn tightly over skeletal forms frozen in various postures of agony. Some crawling, some on their backs with their limbs held up to shield their faces, some lying flat on their sides with their empty eye sockets and jaws wide open, locked in a silent scream.

Most of them wore scale barding, though several ponies, mostly unicorns, had plate barding covered with cloaks or robes that would’ve looked resplendent several centuries ago. Swords, spears, clubs and shields littered the floor. The tarnished metal bore many notches and angular grooves, with entire sections either warped or cracked from clashing against other weapons and armour.

Shattered golems lay scattered throughout the passage, too. Fractured limbs and melted torsos lay here and there, interspersed between groups of armoured bodies.

“Stars above, what happened here?” whispered Speckle as he gingerly trotted past a couple of splayed-out earth pony corpses.

“Looks like one heck of a last stand,” Blizzard muttered. He tapped a discarded helmet with his hoof and sighed. “Poor slobs never got a decent burial.”

Everyone in the party gradually drifted out of formation from there. Even Blizzard seemed to have forgotten about policing Max’s every move. He still watched her and Daring, but he didn’t shove or shout when they wandered a little to inspect the ancient carnage.

Max peered at a male minotaur and saw metal and stone shards embedded in his desiccated flesh, in the gaps where the heavy armour couldn’t protect him. Smashing a golem into a thousand pieces had probably been his last act before he fell.

“Psst.”

Turning, Max saw Daring Do silently tap a hoof on the armour of a nearby diamond dog before giving her a pointed look. She then lowered her gaze to the body beside Max.

With a frown, Max dipped her head and peered more closely at the minotaur’s armour.

Though badly tarnished, she could see zigzags, wavy swirls and sharp angles engraved onto the metal plating. The breastplate and helmet bore the most intricate patterns, though she could see some on the shields and even on a few of the leggings. Fancy stuff that would probably fetch ridiculous prices on the black market or even regular art houses. And they were practically trotting through a field littered with them…

We’ll need to first make it out of here alive before we can see any of those bits.

They still made progress, though with less speed than before.

The air tasted thick and sour with apprehension.

“Who’s fighting whom?” Furlong wondered aloud.

“The golems obviously belong here, so they’re the defenders,” Blizzard said. He inclined his head to a pair of ponies who’d apparently died after trading blows, then rubbed his chin and added, “Not sure if all these other guys are on the same side, but it would make sense that at least half of them are the invaders. It’s hard to say unless we can identify the original colours of their banners and insignias.”

“Where are the changelings?” Speckle piped up. “If they’re supposed to be the gatekeepers, shouldn’t we be seeing some of them?”

Galleon cleared his throat and strode forward authoritatively as he looked down on the bodies and said, “Probably a servitor caste, so it wouldn’t make sense to let them be part of a defence force. I would expect to find them in the living quarters or workplaces, if any remain. In any case, the golems seem formidable enough on their own.”

“They weren’t enough to win, though,” said Blizzard. He then pointed at an ornate spear with a hoof and continued, “Victors usually loot the battlefield, so this looks more like an unresolved stalemate. Formations are all out of whack – must’ve been chaos after the chain of command broke down. Something went very wrong for both sides, and that’s before we even consider the possibility of a third faction.”

“Galleon.”

All eyes turned to Max. She squirmed a little under their collective gaze, but something had been nagging at the back of her mind for a long time, and she really needed to know if Galleon was as crazy as he seemed.

“The Master is a changeling, so what makes you think we’re supposed to be the servant caste?” she said, raising an eye ridge. “Sounds like it should be the other way around.”

Galleon’s eyes widened for a fraction of a second before his brow furrowed.

“You lie. The Master is an alicorn,” he seethed. Then, he swept a hoof over the equine bodies around them and stomped over to Max, saying, “These ponies are properly dressed for battle. Hardly the attire of rebelling slaves, wouldn’t you say? No, I’ll have none of it; if you slander his majesty one more time, I’ll make sure you never walk again, insect. Know your place!”

Max recoiled when he stepped so close that his muzzle almost smashed into hers. A railroad spike of agony corkscrewed into her brain, and a deluge of contempt so black and bitter washed over her that she reeled as if hit by a wrecking ball. Her chains clinked almost musically as she wobbled on her hooves before tripping over somepony’s mummified leg.

Well, that struck a nerve, she thought, then hissed when landing on her rump sent a jolt of pain from her thigh up her spine.

She opened her mouth to retort, but only a strangled yelp came out when she saw his eyes flash with teal light; something unfathomably ancient glared at her, boring so deeply into her soul that she almost threw herself onto the floor to grovel and apologise for ever questioning him. Barely resisting the urge, she settled for a meek nod as she lay on the floor with a dozen thoughts whirling in her mind.

The Master couldn’t be both changeling and alicorn, so he was definitely giving one of them a false impression. It had to be Galleon. The Master had to be a changeling. She could partially understand the golems; it made more sense to have changelings in charge if that was the case. Galleon’s servitor theory couldn’t be right… could it?

Seemingly satisfied, Galleon gave her one last derisive snort and turned away. “Keep moving, everypony. We haven’t far to go. Also, be mindful of what you touch; some of these artefacts still possess active enchantments.”

Max blinked.

He was right.

Latent magic permeated some of the weapons and pieces of armour around them. Faint, but possibly still functional. She didn’t know enough about enchantments to identify their properties, but she guessed that most of them were designed to improve durability, if not to standardise coat and hair colours like the modern royal guard.

A dry, hollow crack rang out in the passage, and Max nearly tripped over again when she whirled round to face the source of disturbance. She then grumbled softly to herself when she saw Short Fuse holding up a helmet with both hooves for inspection, leaving its former owner’s muzzle kissing the floor. It had a stiff plume like a traditional legionnaire’s helm that ancient pegasi wore, and runes adorned the edges of the faceguard.

He slipped it on, and Max felt her jaw drop.

She couldn’t sense his emotions anymore. Just… just like the odd tribe of minotaurs, earth ponies and diamond dogs in the jungle.

The runes.

No wonder they looked so familiar – the natives’ tribal markings had a very similar style, and she hadn’t been able to sense their emotions either! She quickly closed her mouth and schooled her expression to a neutral one before somepony noticed.

“Put it back, Short,” Galleon called out irritably. “There will be plenty of time to claim these treasures after we complete our quest.”

“Bleh. It’s too loose, anyway.”

Short Fuse removed the helmet and planted it on the corpse’s butt, and Max immediately felt his happy-go-lucky cloud of excitement reappear. She’d never heard of enchantments that could so thoroughly fool a changeling’s senses, save for farfetched rumours and hysterical accounts. Even the princesses in Canterlot didn’t have these things.

What is this place? Who are these ponies?

Was that what Daring had tried to communicate earlier?

She tried to catch her attention with a meaningful look, but before their eyes met, Blizzard whistled sharply and barked out a command to resume marching. They did so with wary steps.

The grim scenery extended all the way through the passage, with only a couple of long stretches where nearly every surface was pockmarked with craters and scorch marks from either magical or mundane bombardment. They passed wreckages of hastily-assembled ballistae and carts laden with long-rotted supplies and rusty armaments. More broken golems, ponies, minotaurs and diamond dogs.

About half an hour later, the passage opened up into a massive hexagonal cavern with huge pillars rising up into the impenetrable darkness above. Rows and rows of blocky structures with doorways lined the sides of the cavern, reminiscent of the tightly-packed shop houses of Canterlot, except for the dark, bone-like aesthetic that they’d already seen in the passages.

More bodies, too.

Furlong’s scratchy voice rang out as they crossed the midway point of the cavern. “Horse apples, what in the hay is that?”

Max followed her gaze and felt an odd stirring in her chest when her eyes fell on the twisted figure lying on the floor. It looked like a diamond dog, but with unnaturally long limbs covered in tight, sallow skin that ended in spindly toes or fingers with gleaming claws. A robe of dark, iridescent cloth covered most of its torso and legs, shredded at the hems and pierced in several places with long spears. Two skeletal ponies lay on the ground before it.

As for its missing head…

Max blinked.

No, that can’t be right…

At first, it looked as if a spider the size of a housecat had latched onto the creature’s head and swallowed it whole. And a very oddly proportioned spider, at that. Its head and thorax looked like they had fused into a single segment, shaped vaguely like a minotaur’s skull. It had two rows of black, beady eyes beneath its hard, jutting brows and several pairs of chitinous legs attached way too closely to its mandibles. Fibrous spines covered the bony surface of its back, and its thick, segmented abdomen hung behind the figure like a fat bundle of dreadlocks.

Even the bugs in Everfree aren’t this freaky.

Then, Max saw the thin neck connecting directly to the spider’s underside. The others saw it too, and she could’ve sworn that the ambient temperature dipped several degrees with their collective surge of primal fear. Max saw Speckle and Furlong trembling a little, and the others had somewhat shrunken pupils. Even Short Fuse felt uneasy, if his twitchy, clumsy fiddling with a cherry bomb was any indication.

Wind Shear whistled and shot Max a grin. “Wow. And here I was thinking you were the ugly one.”

“There’s more of them…” Furlong murmured, lifting her lamp high to cast light farther ahead.

Two. Three. Five. Eight…

More spider-headed monstrosities lay on the floor amongst the rest of the slain races in the cavern, as far as Max’s eyes could see. They all wore the same kind of wispy robes and had very spindly limbs for their height, but their bodies also varied in several distinct ways: some had long, spade-tipped tails; some had bony projections on their backs; some had long claws like the first one on the floor before them; and others had thicker, stumpy toes and fingers.

“Well, I guess we know what wiped out the city.” Wind Shear darted forward into the shadows and came back with a gleaming spear in her hooves. “I don’t care what anypony says; I’m carrying this from now on.”

Galleon hummed his assent. “Abominations. Imagine the courage it must have taken for these brave folk to stand against them… I suppose we cannot fault the Master’s people for faltering against such an invasion.”

Speckle shivered. “It was the end of their world… There aren’t any more of them around, are there?”

“Doubtful. It was a long time ago,” said Galleon. He rubbed his chin, then plucked an arming sword from a dead minotaur's grasp and levitated it to Speckle whilst taking another for himself. “Best not to take chances, though.”

“Hey, what about me?” Daring rattled her chains for emphasis.

“Nice try, but we’re not in the business of arming prisoners.” Galleon’s smirk widened. “In fact, you would make a superb decoy if something were to attack us.”

Daring simply snorted.

They moved in a much tighter formation after that, with Furlong reluctantly flying recon some distance ahead of them with a spear in her hooves. Galleon frequently called out instructions to her, guiding their party towards one side of the cavern. Max felt some tightness in her chest, as if she had an invisible wire tugging her forward, leading her to a section where some of the structures had scorch marks and cracked stone. Her headache had returned, and the ghostly whispers at the back of her mind grew louder with every step she took, but she pressed on and tried to ignore the pain in her thigh.

Several doorways greeted them when they reached the side of the cavern, sealed so perfectly that Max had trouble discerning the border between door and wall. All, except for one. This stone door apparently opened and closed by sliding up and down, and a mangled helmet lay crushed beneath it, leaving a gap barely a couple of inches high. More bodies littered the floor around them, their shadows dancing in the lamp light.

Enter. Enter now.

Max flinched when she felt something cold worming its way into her brain. She took a couple of shaky steps forward, then balked when Blizzard glared at her.

“Yes, this is it! This is…” Galleon’s voice faltered.

His horn sputtered a couple of times whilst he stared at the door, and he eventually gave up on using magic and grabbed the rune stone out of his saddlebag with trembling hooves. His pupils had clouded over, and he had his gaze focused on some point beyond the jammed door before them. A bead of sweat slid down his temple.

Short Fuse waved a hoof in front of Galleon’s muzzle. “Boss? You don’t look too good…”

We need a way in. We need it now.

Max gritted her teeth and fought the urge to rush forward and shove Galleon aside so that she could open the door herself. Thankfully, Galleon got his act together before she lost control. He pressed the rune stone into a receptacle on the door, and it slowly rose with a screech of tortured rock.

Galleon rushed in first, followed by Furlong and Wind Shear, and then Blizzard prodded Max and Daring to follow suit. Speckle and Short Fuse entered last.

Inside, Max saw several upended tables, chairs and a whole assortment of devices with sharp angles, warped holes and bulbous tubes that she couldn’t make sense of. It looked almost like an abstract painting, or one of those campy illustrations of alien factories in Star Trot. The entire room looked spacious enough to comfortably house fifteen to twenty seated ponies, and it reminded Max of a bar for some reason, creepy furniture aside.

“He’s here,” Galleon whispered.

Max could taste his intoxicating euphoria as he pointed towards a huge unicorn stallion hunched over on the floor with his back to them. He wore a majestic combination of plate barding and ceremonial robes so thick that they could’ve easily hidden a set of wings. His silky mane flowed from the crest of his helmet and over his back, white as snow. The air practically hummed with magic, emanating from the huge, dusty tomes lying open on the floor, linked to the unicorn’s armour with chains to their thick covers.

Wow.

He looked almost exactly like an over-designed Ogres and Oubliettes paladin.

And apparently, he did just as much monster-slaying as the fictional ones, too.

A spider-headed abomination lay propped up against the wall in front of the paladin, with its thin legs splayed out and its arms resting by its sides. Its black robe had huge holes with scorched edges. The paladin’s golden spear had impaled it just above the hip and practically nailed it to the wall, and Max could sense powerful enchantments still active in the engraved shaft.

“Brothers and sisters, our quest is at an end…”

Everypony stood still and watched in silence as Galleon walked towards the paladin with carefully-placed, reverent steps.

Max felt compelled to follow Galleon’s example, but she shied away from the notion and instead focused her attention on the monster. The abomination had its spidery head tilted to one side, as if sleeping, its beady, black eyes dull and lifeless. Her gaze drifted down to its bony, wraith-like hands, and she frowned when she saw a black, roundish object in its palm.

Is that…

The thought vanished when a familiar, colossal presence bore down on her mind, and she winced when the Master voice reverberated inside her skull.

“Step forward.”

This time, the others heard it, too. Aside from herself and Galleon, everypony either yelped, jumped, winced, or did some combination of the three before looking around in bewilderment.

“Master, we are here!”

Galleon placed a hoof on the paladin’s shoulder, and then gasped when the huge stallion tilted to one side with a metallic creak. He crashed to the floor with a resonant clang of armour, and his helm rolled away, revealing a grinning skull. The most majestic, bearded skull Max had ever laid her eyes on, but still a dead one.

Everypony stared, frozen.

Then, Max’s ears twitched when she heard a dry, chittering scrape. And then her blood chilled when she realised that it had come from the spidery head.

Oh grub.

“We screwed up. Run!” she screeched.

Or rather, she tried to. Everything below her eyes refused to move, no matter how much she concentrated and tried to flail around. She couldn’t tell if she was even breathing anymore, or even feel the weight of her chains. Nopony else moved, either; Galleon was still as a statue, and the others’ shadows remained frozen in place.

From the corner of her eye, she saw Furlong’s eyes twitching erratically in place, pupils shrunken to pinpricks. Under different circumstances, Max might’ve enjoyed the appetising flood of savoury-white terror radiating from her captors, but this once, she just wanted to cower and hide just as much as they did.

Max could only stare at the abomination as it slowly, almost imperceptibly tilted its head up a couple of degrees, just enough to give them a baleful glare with all six eyes.

“Release me.”

Author's Note

So sorry for the long wait. I would've finished it sooner, but then Divinity Original Sin 2 came out. :twilightoops:

Enjoy! :pinkiehappy:

~~Sorry for the cliffhanger, too.~~

Chapter 7

Max’s heart pounded in her ears. She felt like a fly caught in a web, buzzing futilely within the confines of her own mind. Every thought, every intent strained at the boundary between desire and action, but the sticky molasses that filled her skull sucked each impulse back in before it could reach her muscles.

Aside from her eyes and some parts of her face, the rest of her remained inert as a statue. Fear and confusion spilled from the others and roiled around her like a tempest, stirring up the hunger deep within. Hunger that she couldn’t sate, no matter how much she wanted to.

This is bad. Bad-bad-bad. We’re dead. So dead. Run! Why can’t I run? Help!

The spider-headed abomination raised its unsteady hand several inches from the floor, pointing a couple of spindly, clawed fingers in her general direction. Then, with a deep voice that rippled and reverberated inside her mind, it uttered a single word:

“Learn.”

Max would’ve hissed and screeched if she could when it drove what felt like a railroad spike directly into her forehead. Thankfully, it gradually dulled down to a deep ache behind her eyes. Snatches of myriad concepts whirled past her consciousness, too quickly for her to comprehend beyond the most basic inkling. Her eyes instinctively rolled up into her head whilst her lids fluttered and twitched erratically, killing what little vision she had left.

Eventually, the onslaught of information ceased, and she focused her somewhat blurry vision back onto the abomination. It hadn’t moved much, and she couldn’t tell if any time had passed at all since its first command.

“Come.”

Max heard her chains clinking as she stepped forward. So did a couple of her captors, as she saw the shadows change angles to match the sway of the lamps hanging from their saddlebags. She tried to squirm away and run, but her impulses never made it beyond the thinking stage.

She shivered when a cold and clammy sensation tickled the inside of her brain, spurring the omnipresent whispers to rise and fall rhythmically with its writhing movement.

Get-it-out-get-it-out-get-it-out!

A surge of magic rushed to the tip of her horn, bathing the room with green light. Seconds later, Galleon’s purple and Speckle’s teal magic illuminated the room as well. Wavy streams of magic flowed from their horns and merged into a solid beam directed right into the shaft of the paladin’s golden spear that impaled the abomination’s midriff.

Her vision wavered for a couple of seconds, then blacked out entirely.

In her mind’s eye, Max saw a labyrinth of intricate arcane matrices, each in turn composed of individual thaumic threads pertaining to various concepts, most of which she didn’t know the meaning of. Immunology. Morphic resonance. Electromagnetism. Psionic cascade…

“Release me.”

Not that the Master needed her to understand, apparently. The cold worm in her brain directed her attention to specific nexuses and nodes, and she felt her magic working in unison with Galleon’s and Speckle’s to tug at them and unravel the whole enchantment’s matrix one thread at a time.

Is this what top-level spell casting feels like?

Max had never dabbled in advanced magic to any extent beyond getting the hang of mind-blanking spells and basic utilities like heating and lighting. Even the most complex transformations were more a function of instinct, raw talent and a healthy store of love rather than the sheer concentration and intelligence required to manipulate the inner workings of the universe to such a fine degree.

At least, it looked that way to her. She never would’ve managed it without having the Master directing her consciousness. In fact, when she stopped struggling and instead focused on observing the work he forced her to do, it got kind of relaxing…

No. No. Don’t get too comfortable!

Pushing back against the mind pressing down on her consciousness felt about as effective as bashing her head against brick wall, but that didn’t mean she had to roll over and give up, either.

Lie low and wait. Basic training. Strike when they least expect it.

Max gasped as they completed the counterspell; the sudden increase in power draw ate up a significant portion of what she’d gathered from Speckle and Daring through the course of their underground trek.

Thaumic whiplash stung her horn as the ancient spear’s magic enchantment shattered in a flash of blue light along the shaft. But despite the pain, the Master did not allow them to relinquish their grip on it. Its owner had thrust it into the abomination with such force that the blade had embedded itself deep into the wall behind and refused to come loose. They tugged and strained, and the trembling shaft produced metallic creaks in protest.

They heaved again, and the spear snapped free with a resonant clang and spun backwards like a saw disk, right between Galleon and Max. She flinched as it narrowly missed her ear and sliced off a table’s corner before clattering onto the floor behind them. Max then turned her gaze back to the abomination and saw it slump to the floor like a lifeless puppet.

“What the hay was that?”

Max yelped upon hearing Furlong’s shrill cry and spun around.

She instantly regretted it when agony lanced through her head. Scrunching her eyes shut, she grimaced and waited for it to pass before tentatively taking a peek. Galleon and Speckle sported similar grimaces and unfocused eyes, reeling where they stood whilst wispy magic trickled from their horns. Furlong looked on the verge of a panic attack, with her rapid, shallow breathing and pinprick pupils.

“What is that thing?” Furlong cried as she pointed a wing at the abomination.

Max glanced at the limp creature and took a wary step back. “Just a thought, but it looks like we’ve found this Master of yours…”

Galleon stopped rubbing his temple and blinked at her before switching his gaze to the monster, then back to Max with a scowl. “Impossible. That… that cannot be. We must have missed something. I can still sense him nearby.”

“Exactly. He’s right there, you idiot! And he’s not a pony!” Max hissed, throwing both forelegs up in the direction of the abomination.

“Master or not, that thing’s dangerous, and it’s still alive,” growled Blizzard as he strode towards the fallen spear. He then hefted it and swung it in an arc, testing its balance with practiced ease, and then aimed the gleaming point straight at its spidery head.

That guy’s definitely an ex-royal guard or mercenary, Max thought.

“Wait!”

Max didn’t hear the rest of Galleon’s words. The room erupted into a chorus of shouts and panicked cries as Blizzard charged. His heavy hooves thundered against the floor, throwing up little clouds of ancient dust. With all his bulk and momentum concentrated into the spear’s notched but still very functional tip, he should’ve easily skewered the thing just as the dead pony on the floor had done before.

But instead of a crunch or clang that Max expected, Blizzard simply grunted, frozen in place with the spear’s point quivering just an inch away from the abomination’s spiny, bony forehead. He hadn’t braked or skidded, he’d simply stopped, stuck in mid-gallop with two of his hooves completely off the ground. A vein bulged in his neck as he stared straight ahead, eyes twitching. He looked like he was trapped in somepony’s magical grip, except that there was no glowing aura around him.

Somehow, Max found herself entranced by the spear. It had a groove running down the middle of the blade, leading to a hole at the thickest part, reminiscent of a syringe’s needle. Brownish-green stains tarnished the golden metal.

A poisoned weapon?

By then, everypony had shut up and was staring in silence.

Slowly, the abomination lifted its face and regarded Blizzard with six black, beady eyes. Then, it raised its right hand into the air. Blizzard made a choking noise as it did so, and he tilted just a smidgen to the side in synchrony with the abomination’s hand. Then, the monster abruptly swept its hand in an arc, like it was swatting a fly, and Blizzard flew in the other direction with a whoosh and crashed into a table, sending splinters and various apparatuses flying in every direction. The spear clattered off into the shadows, and his lamp shattered on the floor as he groaned and rolled amongst the remains of the furniture.

Wind shear whipped out her crossbow and cranked it, bellowing, “Kill it. Kill it, now!”

Hooves pounded on the floor as everypony ran and ducked for cover behind furniture. Max whirled around, tried to gallop away and toppled to the floor with a shriek when her chains kept her forelegs from fully extending. She hit the floor with a pained grunt, barely avoided biting her tongue off, then flinched when she heard the heavy thuds of the crossbows firing.

The bolts whizzed in the air above her, and she craned her neck back to see if they found their mark. She then felt her breath catch in her throat when the monster raised its hand and halted the bolts in mid-air, just like the spear. It then lowered its hand, and the bolts clattered uselessly on the floor.

“Keep firing!” cried Furlong as Wind Shear and Speckle fumbled to arm their crossbows for another shot.

“Out of the way,” said Galleon, pushing past Wind Shear.

His horn still had a few stray sparks arcing out of it, but there was no mistaking the raw power behind the fiery corona surrounding it, and Max quickly decided that she would not want to be on the receiving end of his magic in his current state. The monster braced itself with one hand against the wall as it tried to stand up, but Galleon quickly brought it to its knees with a continuous, crackling beam of purple magic straight to the chest.

“What trickery have you wrought?” he growled.

It bowed under the magical assault and crawled on the floor, twitching the pedipalps on its face and hissing as smoke rose from its robe.

After casting a sideways glance at the skeleton of the fallen paladin, Galleon returned his gaze to the monster and strode towards it, eyes ablaze with unmitigated fury. He then stomped on one of its fingers and roared, “Where is he? Foul creature of the dark, you will not keep us from our Master!”

The monster chittered weakly in response.

For a moment, Max thought it would simply keel over and die, but a deadly calmness settled over the entire room. From the corner of her eyes, she could still see the others moving, and she still heard the crackle of Galleon’s magic, but everything grew increasingly dim and muffled with each passing second.

Then, she gasped when a rapid series of bright flashes assaulted her vision, accompanied by deafening, otherworldly screeching. Closing her eyes and flattening her ears did nothing to stymy the sensory overload. She could only whine as she pressed both hooves to the sides of her head in an attempt to keep her skull from splitting apart. She heard the others screaming, their shadows toppling to the floor and writhing in agony.

Squinting, she saw Galleon standing with his legs spread wide, grimacing as he fought to keep his beam of magic focused on the abomination. His magic flickered and wavered intermittently with the tremors that wracked his body, and sweat dripped down his temples.

“Rudimentary mammals. You enter our abode, stumbling in the dark, incapable of comprehending the works of those who have mastered the world before you.”

Galleon visibly paled as it looked up to him, its mandibles clicking ominously.

“N-no, you cannot—you lie…” he stuttered. “Everything we’ve worked for…”

“Is for naught, the delusions of a fragile lifeform searching for purpose.”

Galleon ground his teeth. “Liar. I do not believe you!”

It raised its right hand, palm facing outward with all fingers outstretched – except the crooked one that Galleon had stomped on – and retorted, “Your belief is not required. Now cease.”

It curled its fingers in to form a fist, and then Galleon’s magic instantly fizzled out. His eyes turned glassy as he gave the monster a thousand-yard stare, and a thin line of drool leaked out the corner of his mouth.

Now unhindered, the creature slapped its shoulder to smother a smouldering patch on its tattered robe and slowly rose with all the poise and grace of a king. At least, as gracefully as it could for something that had just freed itself from impalement. It looked rather starved and sickly, too, if its sallow skin was any indication, and she even saw its ribs through a hole in its robe.

And it didn’t just stand, it levitated itself. Several inches off the ground, and without any visible wings.

Meanwhile, Max realised that the pressure bearing down on her mind had eased up a little. She no longer felt like she was looking directly into a flashing strobe light whilst somepony hammered nails into her skull, in the middle of a crowd of screaming teenage mares. It still hurt, but at least she could think past her headache. Not that it helped very much – her legs simply twitched and shifted a couple of inches when she tried to get up and run. Only her eyes and lungs seemed to be working properly.

Somepony snorted in the shadows.

Then, with a roar, Blizzard came barrelling out of the corner of her vision, thundering straight towards the abomination, which calmly used its left hand to repeat the gesture it had used on Galleon. Blizzard simply froze in mid-charge and dropped to all fours on the floor a second later, folded his wings and stood in place with a blank expression, like a bored royal guard on sentry duty.

At the same time, Max felt the cold grip on her mind lessen again. She flicked her tail and dragged herself towards the nearest table.

A flash of teal light lit up the room as Speckle uttered a panicked yelp and flung a half dozen jars and other debris towards the monster. It shifted its gaze to the projectiles, and they all instantly lost momentum and crashed to the floor.

The pressure lessened even further, and Max hauled herself back onto her hooves.

That’s it. It can’t hold us all at once!

She plodded away, straining against his hold one step at a time. With enough distance between them, she might just break away entirely and run.

A crank, followed by a thump and whizz.

Turning, she saw the monster pluck another bolt out of the air and toss it aside with a lazy flick of its wrist. It then stretched out its hand, and a choked cry escaped Furlong’s throat before she went blank-faced and dropped her crossbow.

The pressure disappeared entirely.

Yes!

Max broke into a gallop towards Daring, who had apparently managed to pick the locks of all of her shackles and was halfway done with extricating herself from the tangled mass of chains at the room’s exit. She dashed past Wind Shear, frozen in the act of loading her crossbow.

Then, she saw a wide-eyed, hyperventilating Short Fuse hurl a bundle of dynamite at the monster.

“You stupid grub!” she cried as she whipped her head around in search for the sturdiest object to hide behind.

Nothing.

With that many in such an enclosed space, nothing short of a granite sarcophagus would keep her safe, and even then, she’d probably still go deaf.

Unable to stop herself, she turned and watched as the bundle rolled up to the monster’s feet. Its pedipalps twitched for a couple of split-seconds, and this time it showed little grace in the way it hastily brought both hands close together with its fingers outstretched and slightly curled, as if holding an invisible watermelon.

The remnants of the sparkling fuses vanished into the dynamite. Then, time seemed to slow as the red sticks bulged and bloomed one after another, coalescing into an incandescent ball of light. But instead of expanding outward to obliterate everypony, it wavered and pulsed inside a shimmering sphere of air, whilst the abomination twitched and trembled, just inches away.

At the same time, Galleon, Blizzard and the others broke out of their collective stupor, spun around and fled, wild-eyed as they swore and cursed.

Then, the monster slumped, and the shimmering sphere burst.

The light and air expanded out towards Max like a tidal wave and sent her flying, chains and all. She sailed head over hooves, grunted as she bounced off a table, rolled and spun a couple of times, stubbed her hoof, then smashed her back and wings against what felt like a solid wall. The fiery air then dissipated, leaving the room dim and smoky.

Some of the lamps had shattered in the blast.

Brown and grey feathers floated in the air.

A high-pitched whine rang incessantly in her ears.

With a groan, Max eased herself into a sitting position and saw the others picking themselves up from the floor, too.

Wind Shear dashed past her, followed by Furlong and Short Fuse. Blizzard came lumbering by a couple of seconds later, carrying a bloodshot-eyed Galleon on his back.

Everything sounded muffled. She couldn’t make out Galleon’s words, but she could still read his lips as he murmured, “All our w—… wasted… p—… for a fool…”

Speckle tottered along soon after, but he skidded to a halt just before passing Max, bit his lip for a moment, then turned to his peers and shouted, “What about the changeling? And I can’t see Daring Do anywhere!”

“Forget about them!” Blizzard hollered back as they ducked out of the room. “We’re blowing this joint and getting the hay out of here!”

Speckle’s eyes widened, and Max mimicked his panicked squeak when she saw Short lighting the fuses of a couple of dynamite sticks he’d plastered to the entrance’s doorframe, just a few yards away. He broke into a gallop and barrelled out of the room, taking the last lamp with him and leaving her with only the sparkling fuses for light.

Oh grub.

Max rolled, dragged herself behind an overturned table and curled up tightly with her hooves pressed against her ears.

A blinding flash threw everything into stark contrast for a split second, and then the table bucked and punted her forward a couple of tail lengths whilst the blast punched the air out of her lungs. Then, she felt the floor shudder with a heavy impact. Dust-laden air rushed past her, coming from the direction of the entrance.

They’d collapsed the doorway.

Max curled up and moaned.

Her ears wouldn’t stop ringing. Her bones ached. Her head throbbed. She might’ve fractured the carapace on her back, and she could feel stinging lacerations on her wings. Daring Do was nowhere to be found.

That’s it. This is my grave. Here lies the stupidest changeling that ever stupided…

The pain gradually ebbed away, leaving her with a dull thumping in her ears as she lay on the gritty floor. Her chains scraped against stone as she tried to reorient herself. The room felt way bigger in the dark, and she couldn’t quite remember which way to crawl to reach the exit.

Then, she heard some scratching and scraping nearby, and her ears instantly flattened.

Oh hayseed, it’s still alive.

Max froze and held her breath.

Silence.

Then, another scrape. A bit of fluttering. A low chitter and a short, raspy breath. Claws scratching against the floor. Muffled shuffling.

The burning in her lungs intensified as the seconds ticked by, until she had no choice but to slowly ease the sour air out through her nostrils. She then carefully drew in another breath, resisting the urge to suck it in all at once.

Minutes passed. Her heart refused to drop its frantic pace.

She flicked her ears and swivelled them this way and that, frowning as she did so.

Where is it?

Without warning, green light bloomed in the space above her.

She started and covered her horn with her hooves, thinking that she might’ve accidentally discharged some magic, but soon realised that the dim illumination came from a crystalline fixture in the ceiling, like one of those fancy magic lights in the Crystal Empire that she’d heard abou—

A clawed hand reached out of the shadows and slapped the floor just inches in front of her.

Horse apples!

Max screeched and flailed against her chains, then toppled over and scooted backwards on her rump to get out of its reach. She hyperventilated as it crawled into the light, waving and twitching its pedipalps. Bluish blood leaked from the gaping hole in its chest and dripped to the floor.

Then, she paused when she heard it chitter.

“Reh-chet veer-min…” Its hand trembled, wiry muscles straining under the dry skin of its forearms as it dragged itself toward her.

Max frowned.

“What did you say?” she murmured in Vespid.

It stopped crawling, and all six of its eyes focused on her with renewed intensity. It had no apparent eyelids, but Max got the impression that it would’ve blinked if it could. Its pedipalps rubbed together like two sets of hooves, almost contemplatively.

“Yuu understahn. Yuu srpeik—lyk kin…” it chirped.

Holy guacamole, this is unreal.

Max nodded slowly. “Didn’t catch all of that, but yes, I think I can understand you!”

“Uhn-espehkted… yuu-er uzfohl.”

She tilted her head. “What—”

The abomination lunged.

Max barely had enough time to open her mouth and shriek before it had covered the left side of her face with its hand. It didn’t strike her so much as give her a firm pat on the cheek with its cold, dry palm, but the moment its fingertips descended and pressed against her skull, the ground fell away beneath her body. She swung at the creature’s head with her forelegs and felt the chains strike its bony plating, but aside from a low hiss, it did not react to the impact.

That icy, clammy worm wriggled into her brain again, paralysing everything it touched. It then reached deep into the recesses of her mind and tugged. It didn’t exactly hurt, but it felt inappropriately icky, like watching her guts spill out for all to see.

Memories.

Vespid. Equine. The hive. Equestria. Ponies. Changelings. The failed assault on Canterlot. Starving in the Badlands. Her first time stuffing a mare into a resinous cocoon for transport and storage. Infiltrating Daring Do conventions. Stealing food from Thorax when they were nymphs. The countless hours she’d spent writing Daring Do fanfiction. Hiding in a little cottage, exiled from the hive. Meeting Galleon’s crazy cultists. Her first moulting as an adult changeling, after draining love from her first victim.

And… juvenile Pharynx in his monstrous combat form biting on her tail and swinging her around like a dog’s chew toy whilst she squealed for mercy.

Great, now I’m going to have to forget that all over again…

“Get out of my head!” she tried to scream, but only a huff escaped her mouth.

Nothing responded except for her eyes. Same as before, every impulse failed to turn into physical action. Her heart settled into a normal rhythm whilst she breathed calmly, as if without a care in the world.

Then, the flow of information reversed, and she could only groan and hiss internally as it poured molten knowledge into her brain.

Arthraki. Rulers of the Under-Realms, conquerors of the Bright-Realms.

Yogetor. Native dialect.

Max vaguely felt something warm and sticky running out of her nostril and dripping off her chin whilst the vortex of information pulled her consciousness in multiple directions at once. When the pressure finally eased up, she sneezed and decorated the floor with a spray of blood and snot.

Come on, move!

Nothing. Her body remained inert.

“My patience is wearing thin, little aberration. Cease your struggles, and you might yet regain your freedom.”

This time, Max clearly understood its chittering. It still sounded foreign, but she could parse every note and click for actual meaning instead of simply hearing broken Vespid. It… it must’ve just stuffed a whole new language into her head. Or at least an ancient dialect of her native tongue.

Aberration? That’s some real talk coming from a freak with spider legs poking out of his face!

He kind of had a point, though; freaking out inside her head would only tire her out.

Lie low and wait. Basic training. Strike when they least expect it…

“You may try. You will fail.”

Max’s heart almost skipped a beat.

Did it just—wait, you can hear my thoughts?

This time, the Master’s voice rumbled in her mind. “Evidently.”

Max slumped inwardly. Great…

The silence stretched.

Taking her mental silence for compliance, it directed her to crawl under the crook of its arm and rise slowly onto all fours to help it back onto its feet. Then, it straightened out and rose several inches into the air, floating like a doll underwater with its robes billowing in a slow current.

The whole time, it kept its hand firmly on the side of Max’s face.

Up close, Max realised that it wasn’t as tall as she’d initially perceived. Whilst standing upright, her head came up to its ribcage. It just had really long and thin arms with clawed fingers that could reach down far enough to scratch its bony shins.

Then, she felt her chains shift, like a snake coiling up around her belly. They suddenly tightened and squeezed half the air out of her lungs, creaked and groaned for several seconds, and then produced several sharp clinks in rapid succession. The tension vanished, and she sucked in a large breath as the broken links slid off her. The collar and shackles whined and creaked as they peeled themselves open and clanked onto the floor, too. The rope around her wings soon shared the same fate.

Max stared at the pile of warped metal and hemp. She’d not sensed any form of magic during the whole procedure.

Hayseed, it can do all of that with, what, just the power of thought? Like, actual comic book psychic powers?

If the monster had heard her, it didn’t give any indication.

She felt a mild ache in her hind legs when something shifted in her leg holes.

Oh, right. Short Fuse’s stupid insurance policy.

The gauze ripped and unravelled, and the dynamite sticks slid out. She saw them in the corner of her vision, suspended in the air at head height, directly above the abomination’s open palm. Minute twitches and curling of its spindly fingers corresponded with changes in the dynamite’s rotation and elevation as it inspected every inch of their surface.

A moment later, two bit-sized stone fragments floated over to join them. They spun like little tops in opposite directions, accelerating to a blur, and then pressed together. Little sparks leapt into the air from their cherry-red edges, which the monster then used to light one of the fuses. Max tried to shout a warning, but it proved unnecessary when the abomination flicked its wrist and accelerated the dynamite straight ahead, right up against the huge stone slab that comprised the door. The explosion must’ve damaged whatever mechanism that held it up, leaving gravity to take care of the rest.

Max winced inwardly when the fuse burnt out – the abomination hadn’t flattened her ears for her.

Nothing happened.

Another ten seconds passed, and still no explosion.

Was it a dud?

The abomination clicked its pedipalps in disapproval and turned its eyes to the remaining dynamite, which promptly snapped in half and released a cloud of white powder.

Wait a minute…

Dynamite wasn’t supposed to be powdery. At least, not if the Daring Do books were to be trusted on the subject. On her next breath, the scent that entered her nostrils removed any doubt.

Flour?

Either she was crazy, or Short Fuse had planted dummies in her legs.

He played me. That little hayseed played me like a fiddle! I’ll—

The abomination cut her rant short with a sharp click and discarded the useless rod. They then moved as a pair a little closer to the wrecked doorway, whereupon it stretched its arm out towards the stone slab. It shuddered and shifted a couple of inches upward with a grinding screech, but refused to go farther than that.

Unbidden, Max’s horn lit up, and she felt her reserves steadily trickling away as she paired her green magic with its invisible telekinesis to move the door. Her horn ached with the strain – she’d never been particularly efficient at sheer lifting power – but with their combined strength, they managed to lift it high enough for them to duck under and shuffle out quickly, side by side. Once out of harm’s way, they simply allowed the door to slam back in place, entombing the dead paladin once again.

Hayseed, I hope Daring isn’t still in there…

The magical expenditure left her feeling a little tingly on the horn and hungry, but otherwise comfortable enough to walk without too much pain.

Not that she had a choice in it.

The abomination never took its hand off her head, not even when they needed to squeeze their way out of the room. Once outside, it directed her to walk serenely alongside it, and they briskly went through the field of ancient corpses in the main hall. Max saw a few tiny objects leap into the air from their desiccated owners and soar into the abomination’s open palm, but she couldn’t make out much else.

Ten minutes of brisk walking – and levitation, on the abomination’s part – got them to the end of the chamber and a dozen or so passages branching deeper into the heart of the mountain. Or the bowels of the earth; she couldn’t remember how deep they were at that point.

Entering the passage stirred more of the foreign memories at the back of her mind, of it leading to dark pools, winding pipes and intricate machinery whose functions escaped her comprehension.

More crystalline fixtures in the ceiling came to life as they traversed the passage, filling it with soft, green light. It reminded her of the hive, if it had been made by someone who just had a much stronger preference for straighter lines and sharper angles.

Speaking of which…

Max cast a sideways glance at her captor from between its fingers. Below the head, it looked like very lanky diamond dog – no more than half again her height, at most – whose arms had been thinned to unnatural, insect-like proportions, on top of being starved and baked under the sun into a near-mummified state. None of those could top the spider-for-a-head, though. It looked tacked-on, as if someone had simply lopped off the original head and glued a giant spider in its place.

More disturbingly, it spoke something eerily similar to Vespid. She could not recall any mention of Yogetor in the hive’s history, but then again, if this place really was as old as everypony said it was, even the last few queens wouldn’t have been around to take note of it.

Are we… Nah, no way.

The only physical trait they shared was chitin, and the abomination only had that on its head. Plus, it more closely resembled a spider, whilst changelings were a little more like beetles, if she had to liken herself to a common bug. A more reasonable scenario was that changelings had picked up the language from those freaks, most likely as servants or slaves…

Max threw another glance at the abomination.

Not much of a master now, is he?

Its grey robe had a large, splotchy stain of blackish blue around the hole in its chest, which still oozed around the crusty clumps of coagulated blood. Its breathing was uneven and laboured at times, and she thought she might’ve even heard some nasty gurgling every time it inhaled. Tremors wracked its body at irregular intervals.

Only its psyche remained closed to Max. Some ponies were capable of masking their emotions pretty well, but even the best of them quickly spilled out their feelings like a broken piñata the moment they sustained physical trauma. The abomination, on the other hoof, still remained as impenetrable and inscrutable as any blank wall despite its sorry state.

That made it all the easier for her to notice when she started picking up on ambient emotions again, several minutes later.

Trepidation, sour-yellow. Laced with a hint of bravado and… spicy-redness?

Extremely faint, distant.

Max heard a familiar whistle and tried to shout and duck, but since the abomination had her entire body locked up, she kept trotting happily along. At least, until she heard the crossbow bolt sinking into its back with a meaty thunk.

A chirpy screech escaped its throat as it doubled over from the impact.

Like a puppet with its strings cut, Max collapsed before she could reassert control and smacked her cheek against the floor.

Moving things of her own accord suddenly felt really awkward and clumsy; her limbs twitched and flailed almost comically whilst she watched the abomination fall to its knees. By the time she had recovered sufficiently to scoot away a couple of yards, it braced itself against the floor with one hand, then twisted its torso to glare at the passage behind them and reached out with its other arm.

Its free hand made a grasping gesture, and Max heard a panicked yelp, followed by a whoosh as a blue-haired, yellow-coated unicorn stallion came flying out of the shadows. He bounced against the floor a couple of times, dropping his crossbow in the process before he came to a skidding halt on his belly just a few tail-lengths away from them.

Speckle’s wide eyes locked with Max’s for a split second before he leapt back onto all fours.

Before the abomination could react – it had just succumbed to a coughing fit – he flared up his horn and blasted it with an arcing beam of teal magic. It shrieked and convulsed on the spot, but did not collapse entirely.

“G-get up and run!” Speckle cried, trembling as he kept the crackling beam focused squarely on its chest. “I-I’ll hold him off. Go!”

Max grimaced as she hauled herself up, then—

“Enough.”

It flicked its wrist, and Speckle screamed when his fetlock twisted with a sickening crunch. His magic fizzled out as he collapsed into a moaning heap, cradling his foreleg.

“Be still, or your spine shall be next,” the Master’s voice thundered in Max’s mind.

Speckle must’ve heard it too, for he froze in place, blubbering in between breaths and shivering like a cornered mouse.

My hero… ‘A’ for effort, I guess?

Max knew better than to take her chances, even with the abomination clearly distracted. Speckle was lucky it hadn’t stopped him with something more drastic. If it could almost lift a stone door by itself, it could certainly pop their heads off like corks…

Seriously, what does it take to kill this thing?

They waited in silence whist the abomination laboriously extracted the bloody bolt from its back using its telekinesis and discarded it. This time, it didn’t rise to its feet. Instead, it crawled over to Max, and she grimaced as she fought the urge to rear up and trample when it placed its palm on the side of her face once more.

Stupid grub. You should’ve run, she thought as it wrapped an arm around her shoulder and directed her to drag it to Speckle.

Then again, it felt so much simpler and kind of liberating to just let it take direct control. That way, she didn’t have to worry about any consequences or responsibilities.

Aaand… that line of thinking stops right now. No spacing out!

Speckle paled and started scurrying away as they plodded closer. He screamed again when it reached out and curled its fingers, telekinetically wrenching his fetlock back into the correct position. Then, before he could recover, it had placed its palm on his left temple, and all the tension in his body instantly evaporated. He got back onto all fours – though he put less weight on the foreleg with a swelling fetlock – whilst his eyes continuously roved around.

Max and Speckle proceeded to walk side by side with the abomination between them, with each arm over their back, forearms wrapped around their necks and hands placed firmly on their cheeks.

They continued down the passage in that manner, during which she had plenty of time to exchange looks with Speckle. Though his body moved smoothly with only the slightest twitches of discomfort, on the inside, he was drowning in a terror-flavoured whirlpool of emotions. Max focused on her own pain, on the pressure the abomination was exerting on her bruised wings and fractured carapace, to avoid losing all rational thought between its mental domination and Speckle’s panic attack.

Its control over them wavered at times, often during bouts of coughing up blood, but never for long enough for them to break free.

Max tried counting steps to measure time and distance, but had trouble keeping track of anything past thirty. Or was it fifty? She had to start over several times. Numbers were hard. And observing their surroundings was even more tedious and boring. Couldn’t a changeling just zone out and relax for once? Everything looked fuzzy and sounded muffled, but she didn’t care. She’d had enough of an adventure already…

At some point, she felt the abomination shackling her hind legs.

Why bother? I’m not gonna run away. I’m a good changeling.

A moment later, she felt as if an anvil had been lifted off her brain, allowing her thoughts to form freely once more.

Wait, what?

Max winced and shook her head to clear it.

Then, she gaped as she swept her gaze around. They were inside a spacious, domed chamber several storeys high that reminded her of the inside of a grand opera house, albeit a creepy one with a mostly black-and-green colour scheme, thanks to the stonework and crystal lighting. Instead of graceful arches and mighty pillars, it had vertical columns of ugly piping and bundles of tubes and cables lining the walls, all entering from various openings and running up towards the centre of the chamber, connecting to an array of cylinders suspended from the ceiling, overhanging a circular pool in the floor. The pool itself was elevated above the floor with rings of steps around it and was roughly the size of one of those fancy hot tubs in spas, big enough for seven or eight ponies to bathe in at once.

After all that she had been through, Max might’ve even considered jumping into it, if it weren’t for the fact that the pool was filled with a tar-like substance instead of hot, bubbling water. The stony worktables, control panels and alien contraptions arranged in semi-circular rows around the pool weren’t particularly comforting, either, especially once she’d noticed the grotesque lumps of organic matter floating inside the massive glass vats.

Taken as a whole, the place looked like a freaky amalgamation of somepony’s insides with a mad scientist’s laboratory. And unlike the vestibule and corridors they’d previously seen, it bore no signs of violent conflict. No bodies, no rubble. Completely deserted, too, apart from them.

Max took a couple of steps forward and felt the restraints on her hind legs go taut. It looked like a skeletal tail with a metallic ring snugly clamped around her fetlock, with no apparent key hole or hinges of any sort, and its other end was connected directly to the floor amongst rows and rows of other unused restraints. With another quick glance, she saw that she and Speckle had been chained side by side within a small enclosure of sorts. Knee-high walls surrounded them, their outer sides lined with dozens of worktables and rusty instruments.

It reminded her of a pen for domesticated animals.

Max gulped when she looked up and saw the huge tubes and cylinders hanging from the ceiling above them.

Or test subjects…

“Sweet Celestia, we’re so doomed,” Speckle blubbered as he flicked his gaze from one side of the chamber to another in rapid succession. “Where are we? What’s going on? How do we—”

“Shut up!” Max hissed.

She’d spotted the abomination.

It had just finished fiddling around with one of the control panels near the centre of the chamber and had started crawling up the steps to the black pool. A smeared trail of blood stained the six or seven metres of floor between them.

“It’s distracted. It’s not controlling us anymore,” she whispered.

Speckle wiped sweat from his brow and swallowed hard. “What’re we going to do?”

“Can you teleport?”

He shook his head.

“What about the others? They coming to save your flank?”

Another shake.

“Figures.” Max snorted and rolled her eyes. “So much for your heroic rescue, huh?”

“Yeah, well, I’m not an expert adventurer, okay?” he murmured, flattening his ears a little. “I just used to run a bookstore before all this.”

Great. I got a nerd for a sidekick.

Speckle tentatively tugged on his restraints, and upon finding them tight and strong, added, “What about Daring Do?”

Max shrugged. “I was hoping she was with you, but I guess that’s too much to hope for.”

“Then what are we—”

“Shhh.” Max silenced him with a glare and carefully channelled a little magic to shapeshift her right hind leg, shrinking it below the knee to slip out of the shackle.

Unfortunately, the metallic ring shrank with her and maintained a snug fit around her leg.

Oh, that’s just not fair!

She’d have to alter the overall shape of her leg to taper off at the hoof in order to slip out properly, which was a whole lot trickier than simply making herself skinny.

But before she could try again, a sonorous clank thundered from the cylinders and pipes suspended from the ceiling. Several more clanks and thumps followed, like that of a gigantic clock tower. The pipes and machinery thrummed to life, replacing the hollow silence with muffled hisses and gurgles. Dust cascaded from the ceiling, accompanied by the occasional drop of fluid plopping onto the floor.

Max looked to the console and saw lights of varying shades of green and yellow dimly blinking on its knobs and bony protrusions. Farther ahead, the disrobed abomination lay prone at the edge of the pool, fiddling with a rune stone in its hand much like the one that they’d used to enter the city, except broader. Its fingers tapped on various points of the stone in rapid succession as if it was a miniature typewriter, and the noises coming from the machinery seemed to coincide with each sequence. A moment later, the cylinders directly above the pool hissed loudly and released a stream of silvery fluid to mix with the black tar.

Seemingly satisfied, the abomination placed the rune stone at the edge of the pool and dipped its right hand – the one whose finger Galleon had broken – directly into the black fluid and withdrew it a few seconds later. Black, viscous muck clung to each digit, and Max winced when its broken finger suddenly straightened out with an audible snap.

It flexed the repaired digit experimentally, then reached in again and fished out a generous helping of muck to slather onto its wounds. Like oil seeping into a sponge, the viscous fluid merged with its flesh and formed writhing, pulsating lumps that squeezed out chunks of congealed blood, then gradually settled down until she could no longer distinguish them from the rest of its skin.

During the whole process, she tasted awe radiating from Speckle, who watched the abomination with wide eyes.

“Incredible. They can replicate healing magic with mundane matter,” he whispered.

“An erroneous conclusion,” the abomination answered telepathically. “It was your ancestors who modified their thaumic processes to emulate our technology. Accelerated healing happens to be one of the few that you were able to decipher.”

“Thaumic processes?” Max asked in Yogetor.

Speckle blinked. “Wait, what was that? You can speak its language?”

Max stiffened when she felt the abomination’s mind digging its claws into hers, robbing her of control once more. It picked up the rune stone and stood up to its full height, manipulated the controls with its fingers, and then Max felt her restraints pop off with metallic clinks.

Hayseed, it’s stronger now.

She trotted forward alongside Speckle to meet the abomination at the base of the steps to the pool. Up close and disrobed, its body looked very much like a skeletal diamond dog’s, with the barest possible amount of meat on its bones to qualify as a living being. Absolutely no fat to speak of, and its muscles looked more like bundles of wires underneath its skin.

“Thaum. Magic. Anathema,” it continued.

Max winced as its voice ripped through her mind like a hot geyser. Was it… angry? Resentful? Weary? Its emotions didn’t have any flavour she recognised. It felt almost physical. Metaphorically physical – a measure of force that only her mind could perceive. Describing it was like trying to count without numbers.

“It was evolution’s gift to vermin that enabled them to rise beyond their natural station. An unexpected boon to offset their utter lack of psionic potential; an existential threat that our elders failed to adequately assess in time.”

“Vermin?” asked Speckle.

Huh.

Max tried moving her mouth and found that she could. Apparently, it had seen fit to grant them a few liberties. Magic and the rest of her limbs were still off-limits, though.

“Mammals. Reptiles. Avians. All were prey to Arthraki. All were fit to serve. Those who attempted to deviate were vermin, only fit for extermination.”

Getting a little chatty now, aren’t we?

“Centuries of solitude have eroded my dignity. If I have no peer to commune with, I will settle for a pair of vermin.” It turned its six-eyed gaze to Max. “Doubly so in your case, little aberration, as you represent a new sapient species yet to be catalogued in our substantial gene library. You have also exhibited both thaumic and psionic activity, a combination never observed in our entire history. As a changeling, you are worth studying.”

“Sweet Celestia, it’s going to dissect us!” Speckle yelped.

“A pointless procedure. Equine anatomy is already well-documented, and the changeling is too valuable to harm at this juncture.”

Max tilted her head. “And what about later?”

Keep talking. Keep stalling…

She had to think of something soon.

“That will depend on the results of your analysis.”

Max followed as it walked up the steps, and they stopped right at the edge of the pool. The black fluid was so still that it almost looked like an obsidian mirror, but with a few taps on the rune stone, the abomination made the pipes and cylinders above release a stream of grey slime that plunged into the pool with a thick, gurgling splash. The mixture then swirled for a couple of seconds until it turned completely black and motionless again.

She raised her foreleg to step in, and—

The heck I am!

Max’s body froze and teetered at the edge as she wrenched her thoughts aside and brought every ounce of her will to bear against the abomination’s control.

“Be still. This procedure is not injurious, but struggling will increase your discomfort.”

She gritted her teeth and snorted. “You think I’m stupid?”

It paused for a beat. “Your behaviour fails to convince me otherwise.”

Before Max could retort, she found herself floating in the air. Unlike the somewhat warm, tingly grip of magic, its telekinesis produced no tactile or thermal sensation, except for the air that brushed against her as it levitated her directly over the pool and dunked her in like a recalcitrant foal at bath time. She then sank up to her neck and shivered when the sludge oozed into her leg holes and clogged them up like a bad cold. A couple of drops splashed into her mouth; it tasted coppery and bitter.

Then Max hissed and shuddered when she felt a current race through her nerves like a stun spell. Not quite enough to incapacitate her – she managed to turn around and aim a blast of magic at the abomination, but her spell produced only a few feeble sparks.

It clicked its mandibles and huffed out a breath.

“Very well. Information in exchange for compliance, then. You are curious, and I suspect that the results of this analysis will intrigue you as much as me. Despite lacking the arcane sophistication of the ancient Equestrians, you were able to power our keys and access our neural network, if somewhat clumsily. The similarities in our dialects are also undeniable.”

“What are you talki—”

“We are probably kin.”

Max heard Speckle gasp.

She blinked a couple of times. “No way. You can’t be sure.”

“Hence the necessity of this procedure. It is not negotiable.”

So saying, the abomination traced some pattern on the rune stone with its fingers, and the hum of machinery intensified. Max felt pins and needles in her entire body. The slightest movement produced an unpleasant jolt that ran up her spine and frazzled her thoughts. Sound and sight disappeared. Her heart hammered away in her chest as her breath came in short bursts.

Alone. She was utterly alone in the dark.

No, wait!

With a wordless cry, she latched onto the nearest presence and sighed when she sensed the Master’s unwavering aura of authority. She couldn’t see him, but he nonetheless felt like everything a changeling ought to aspire to: regal, mighty, cunning and wise.

“Now, we shall learn.”

The abomination was the Master. She saw it now.

He showed her. Through his mind’s eye, she saw him focusing on her pumping heart, the network of arteries and veins branching throughout her body, the elements in her blood.

“Obligate aerobe. Hemocyanin structure similar to Arthraki, likely derived.”

His focus shifted to her flesh, on the innumerable, absolutely miniscule cells that came together to form layers and layers of her chitin, bone, muscle and dozens of other tissues that she didn’t have the time to mentally catalogue.

“Internal skeleton of equestrians overlaid with chitinous pseudo-exoskeleton. Near-flawless integration of respiratory, circulatory and nervous systems.”

They zipped from one portion of her body to another in rapid succession, almost too quickly for her to comprehend whilst he commented on her physical traits. But he slowed substantially when he reached her gut, and from there, constantly went back and forth between her stomach and the nerves connected to her horn and brain.

“Unique. General metabolism is supported by equestrian-derived digestive tract, but thaumic activity and reproduction appears dependent on philiophagy. An unprecedented development, highly unlikely to be the result of natural selection. Mutually dependent interactions between thaumic and psionic organs, irreducible complexity.”

He sounded almost impressed.

Like a magnifying glass, one more powerful than any she had ever seen before, their vision zoomed into her cells, focusing on the very matter that they were made from. Long strands of organic matter formed double helixes with tiny bridges between them. Each bridge had a specific meaning, though Max couldn’t figure out why the abomination was so interested in their repeating sequences. Some of the links looked haphazardly stitched together, forming a long chain dotted with mismatched pieces.

The heck is all this?

“Evidence.”

Max hissed when he probed her mind for her earliest memories. Green light. Warm fluid. Cracking her eggshell. Crawling out on tiny forelegs, wriggling the rest of her long, squishy body. Looking up, seeing the towering form of Chrysalis, feeling the gentle caress of her mother.

“Oviparity and larval stage is still present in your generation, but queen caste is a new development. Unsurprising. Useful for survival as a cryptic species. Eggs with solid cuticles, removes dependence on water for spawning. Hormone-induced metamorphosis also removes the need for hosts and associated risks of acquisition.”

Their vision split in two, and another double helix filled their second perspective. It took Max a while to adjust to the extra stimulus, but once she’d gotten the hang of it, she recognised the similarities in sequences and structures between the two patterns. Hers simply looked like someone had substituted sections here and there with foreign pieces.

“Ninety-three percent correspondence in observed gene sequences, splicing evident in insertion of Equestrian nucleotides for thaumic affinity. Essential for rapid, voluntary alteration of physical form. Severely diminished psionic potential.”

Max blinked a couple of times.

Slow down! What is all this supposed to mean?

“Changelings are genetically engineered descendants of Arthraki. Your genes show extensive, inherited damage from mutagens commonly utilised in our biotic engines; at least one of our esteemed splicers must have survived the cataclysm and escaped to the Bright Realms. It is unclear whether the modifications were made before or after.”

Max would’ve laughed if she could. Sure, half the things he said made sense on some level, but to claim that changelings were descended from spider-headed freaks? If anything, the Arthraki were more likely to be artificial creations. Changelings at least looked natural in the way their parts all came together.

“Your doubt is expected, and it stems from ignorance. The changeling life cycle is still parasitic, though it has been pared down to a less invasive form. Arthraki maturation requires assimilation of living hosts.”

Assimilation?

A pause followed.

Wait, no, forget I asked—

Too late. She grimaced when images flooded her mind.

Dark cave. Deep, rocky pools filled with clusters of globular eggs the size of grapefruit. Dozens of them hatched, releasing grubs that paddled with their six legs, all located at the forefront of their long bodies, close to their bulbous heads. Hard plating covered their heads and abdomens.

The cave vanished, and a stony room with a shallow pool in the middle replaced it. A trembling minotaur bull draped in chains walked to the pool and knelt before it, surrounded by three robed abominations that hovered close by. A larva leapt out of the pool, onto its chest with a crunchy squelch and crept up its neck.

The minotaur twitched and rattled its chains. Its breaths came it rapid, short bursts.

Settling comfortably at the back of the minotaur’s skull, just above the neck, the larva opened a mouth that gaped like a lamprey’s, with saw-like teeth at the rim, and fixed itself firmly onto his head like a huge, plated leech. It pulsated gently, and the minotaur twitched as its teeth began grinding into its skull.

The room vanished.

Only the minotaur and larva remained, visible against a featureless background. Time passed. The minotaur’s muscular body gradually shed most of its coat and fleshy weight, leaving a relatively skinny and wiry form covered in sparse hair. Its meaty fingers thinned and elongated to bug-like proportions. And its head fused with the larva’s, sprouting pedipalps and mandibles to cover the gaping hole left by its lower jaw, which had rotted away and fallen off. Extra eyes popped out, covered by an opaque, filmy membrane. Spiny, bony plating burst out from under its head’s sagging skin.

Eventually, the membranes sloughed off its lidless eyes, and it levitated itself into the air.

Max saw the process replay several times over, each with a different host. Diamond dog. Dragon. Griffon. Pony…

In the end, all became Arthraki.

She blinked to clear her eyes as the vision faded away, then slowly turned to look at the Master’s gaunt body. It didn’t just look like a diamond dog’s, it used to be a diamond dog. Until it got captured and fed to a brain-leech thing.

Her legs wobbled like jelly.

I wanna go home.

Max didn’t care if the hive sucked. At least she didn’t have to worry about having her brain eaten whilst living there. The queen protected them. Heck, even staying in Canterlot’s dungeon sounded like a pretty good deal.

“And now you understand why the Bright Realms feared us. When they developed the means to fight, they banded together and sought our destruction.”

Another vision.

This time, she saw rats and cockroaches in cages. Unicorns and diamond dogs in plague masks tended to them, feeding them offal tainted with disease, magically attuned to only attack Arthraki. They released millions into the land. The mightiest of dragons shattered the earth and breached tunnels close to the surface, allowing the vermin to enter Arthraki cities. Magically tainted water, they poured into rivers and lakes with the intent to poison larvae. Those who went to war consumed potions so that in the event of being captured, assimilation of their body would only produce an infertile adult that even biotic engines could not fix.

Magic, the great equaliser. The Arthraki had never cared for it, and by the time they’d understood the threat it presented, it was already too late. They were a dying race decades before the surface dwellers made their final push into the Under-Realms to finish them off, before they could finish developing magical countermeasures of their own. Both sides took heavy losses, but in the end, the surface dwellers triumphed. The survivors sealed off the city and left it to be lost to time.

“Our kin have fallen silent. Now, only I remain.”

“Please don’t kill us!” cried Speckle, eyes wide with terror. “We didn’t mean to fight you. We just thought we were here to rescue an alicorn! Just let us go and we’ll never come back!”

Oh hey, he’s still here. Almost forgot about him. Guess he was getting the slideshow too…

The Master gave Speckle a sideways glance. “Your demise for the sake of vengeance would be unproductive. We have more pressing matters to—”

An explosion obliterated the rest of his words.

Max turned and saw a shower of sparks and debris falling from a cloud of smoke at the side of the chamber. As she watched, fluid and steam spurted from the ruptured pipes that ran up the wall, and a large hunk of metal broke free from its fastenings. It hung in place for a moment, suspended by a couple of frayed cables, before they snapped and allowed it to crash to the stone floor with an ear-splitting clang. Some of the crystal lights winked out.

The hum of machinery rose to a whine and then sputtered out. The moment smoke began streaming from the pipes and cables, she felt an electrical current in the pool that rose in intensity until it raced up her spine and into her horn, stinging all the way. With a yelp, she leapt out of the pool, only to crash into a console with a wet splatter thanks to the sticky weight of the fluids that had gummed up her wings.

Max heard a whoosh and the pounding of hooves at a gallop. Turning, she spotted a dark shape whoosh by, circling at the edge of the chamber, close to the walls. A grin worked its way onto her muzzle.

No comment from the Master, but dropping his mental guard said it all; Max tasted his worry, and he’d relinquished his control over her. Chunks of metal and stone floated into the air as he swept his arm around, and with a flick of his wrist and fingers, he sent them rocketing out in a wide arc. An irritated chitter escaped him when the dark shape evaded all his projectiles by twisting, rolling and ducking behind machinery for cover.

Not that he had any shortage of ammunition, though.

As he levitated another volley, glinting shapes whizzed out of the shadows. He raised his palm, but unlike the crossbow bolts, the throwing knives didn’t stop in mid-air. A few sailed past him, but a couple embedded themselves in his shoulder and thigh, eliciting a pained hiss.

“Heads up!” cried Daring Do as she galloped past Max again and tossed something to her.

Max caught it with magic just before it struck the floor.

A helmet, probably looted from one of the corpses. And made for unicorns, too, judging by the hole in the middle. Her horn fit through easily enough, and she only had to shapeshift her crest away in order to make herself comfortable.

The moment she had it snugly in place, she immediately lost track of Speckle and the Master. At least, in terms of their emotional output. She still saw and heard them, but the helmet had somehow deadened her ability to sense emotions. It also made the chamber look significantly brighter; the crystal lights practically blazed like torches.

She whipped it off and immediately tasted Speckle’s fear and hope, and her vision returned to normal. Turning the helmet, she saw runes etched into the metal.

So that’s how they did it…

Magic runes protected them from psychic attack and improved their low-light vision. It was also why she couldn’t sense anything from the villagers in the jungle; their tattoos had similar patterns, and apparently served the same purpose. The ancient weapons probably had them too, to prevent the Arthraki from telekinetically wielding them against their owners.

A few sharp pings and clatters shook her out of her reverie.

Idiot. Quit dawdling!

She slipped the helmet on again and saw the Master clumsily leap aside to avoid getting skewered when a fully-armoured Daring Do charged out of the shadows with a spear. Off to the side, Speckle huddled behind a worktable, struggling with a helmet similar to her own. It looked a little small for him.

Still a little woozy, Max scrambled over to his side and grabbed it with her magic.

“Wear it and it can’t control you,” she said, ignoring his pained yelp as she jammed it onto his head.

He winced and stuck out his tongue when some of the goo on her chitin splattered onto him. “How do you kn—”

“It works. Just trust me on this one,” she snapped.

When she heard some bubbling and gurgling, she peeped over the top of the table and saw an elongated blob of fluid rising from the pool like a misshapen hydra that mimicked the Master’s arm movements. When Daring circled around for another attack, he spread his fingers, and the blob expanded into a broad web. Max saw Daring’s eyes widen as she tried to swerve aside, but the gooey web was too broad, and she was going too fast. She splashed through it and got splattered all over, but not without first slicing the Master’s forearm.

Daring tumbled expertly to avoid smashing her muzzle when she hit the floor, then flipped back onto all fours with spear in hoof. She cast a sideways glance at her wings, then stuck her tongue out when flapping them dislodged globs of sticky fluid like black honey.

“That’s just gross,” she muttered as she glared at the Master. Her eyes then flicked over to Max and Speckle. “Party’s over. We’re leavi—hurglh!”

With one smooth sweep of his forearm, the Master had formed a fist with his hand, and all the black fluid on Daring had flowed up her body and coalesced into a sphere that completely engulfed her head within the helmet, effectively smothering her cry of alarm. The smooth surface of the sphere bubbled with her escaping breath as she stumbled forward and swung the spear wildly. The Master simply kept his distance and maintained the sphere’s shape, so that Daring made no headway in freeing herself even when she dropped her weapon and began desperately clawing at her face. Every glob of fluid she tore away simply leapt back to re-join the suffocating sphere.

Max felt a pit form in her stomach.

Oh grub, this is bad. This is really bad.

Daring’s movements grew sluggish. She clutched her heaving chest and curled up on the floor, fighting the urge to take in breaths that would only drown her. A large bubble swelled on the sphere’s surface, and when it burst, Daring’s voice came out as a gurgle.

“Help!”

Max felt something snap. With a hiss, she leapt over the table and charged, ignoring the pain in her back.

Halfway across the ten yards to the Master, she blasted him with a concussive bolt of magic. A spasm wracked his body when the spell struck the side of his ribs, and Max saw the sphere around Daring’s head melt into a puddle just before she slammed into his back and sank her fangs into his other forearm.

The Master screeched and yanked its arm away, drawing more blood in the process. Max released him and dodged when he tried to claw her face. She spat out his bitter blood, dimly aware of Daring’s wet coughs in the background.

Then, her heart skipped a beat when the Master gestured at her, shifting the fluids on her chitin towards her head just like with Daring Do. She managed to suck in a breath just before the black stuff engulfed her face completely. Panic welled up in her chest when her world shrank to a sightless, airless, claustrophobic blob that threatened to slurp its way into her mouth and nostrils. It tasted of metal and rot.

Horse apples, no!

She ignited her horn and ruptured the sphere with a rapidly expanding bubble of magic.

After snorting to clear her nostrils of the stuff, she lunged forward, then slid under a swipe and spun around to deliver a swift buck to his hip. He teetered on his clawed feet, then whirled around to face Max, raising his arm to—

A flash of teal light stung her eyes, and she leapt back a couple of paces with her eyes scrunched tight.

After blinking the afterimages away, she saw Speckle limping forward, gritting his teeth whilst he focused a beam of incandescent magic right on the Master’s eyes. He shrieked and shielded his eyes with his hand, and that gave Daring all the opportunity she needed to sneak up behind him and smack the back of his spider-head with the shaft of the spear. The carapace fractured with a wet crack, and he fell to his knees.

Max felt a grin coming on as the three of them surrounded him, all panting heavily. Daring’s mane was all matted and dripping, and trails of black fluid ran down her face as if she had been dunked head-first into an inkwell. Speckle was shaking a little, but he gave Max a determined nod when he met her eyes and kept his horn ignited, ready for action.

Aww yeah, teamwork!

Trembling, the Master raised its head to regard them with its soulless eyes. Then, it bowed its head and chittered, “Spare me. I yield.”

“Hurry! Finish it!” Speckle cried.

Daring pulled the spear back for a thrust, but paused. Max then shared a look with her and felt her ears flatten.

Good guys don’t kill the villains after beating them, right?

Her grin faded away. Or was that just another ‘detail’ that AK Yearling’s books omitted?

A clattering noise drew her eyes to the pool, and she spotted a small object rapidly skipping down the steps, straight towards her. She yelped and jumped aside, then growled when she realised that it was just the Master’s rune stone. But before she could snag it with magic, it accelerated like a bit approaching a magnet and sailed right into the Master’s waiting palm.

They all stared at it for a split second, which was all he needed to tap a quick sequence of runes on its surface. Something heavy rumbled and scraped in the distance, and she turned just in time to see the chamber’s door sliding shut. A series of thumps indicated other openings being sealed as well. Almost immediately, she felt pressure rising in her ears when the pipes above hissed.

Turning back to the Master, she grabbed the rune stone with magic and yanked hard. He resisted, feebly, before letting it fly to Max’ side.

She’d already screwed up, though.

Unbelievable... Max ground her teeth. Oldest trick in the book, and we still fell for it!

Speckle’s magic fizzled out, and he looked around in bewilderment. “Wha—what happened?”

“Nothing good.” Daring brandished her spear at the Master and growled, “What did you do?”

“The chamber is sealed, and only I know the unlocking sequence.”

Daring Do and Speckle stared blankly at him for a couple of seconds before Max realised that he’d chittered in Yogetor.

Duh. Magic helmets means no telepathy.

She threw him a dirty look, then turned to the others and cleared her throat. “Uh… he says he’s locked us in here. You got any more dynamite?”

“No. Pinching a couple of sticks from Short Fuse was hard enough,” Daring said with a shake of her head. Her eyebrows then shot up. “Wait a sec, you can understa—”

“Yeah, yeah, long story,” Max said with a shrug. She then glared at the Master and waved the rune stone at him. “News flash: I’ve got the key. We’re holding the all cards now, bucko.”

She released the stone from her magical grip and let it drop into her upturned hoof, bracing herself for the whispering voices and visions.

Nothing happened.

Max snorted. Right. Magic helmet.

Staring at the rune stone did nothing to divulge its secrets, either. It looked more elaborate than the ones she’d used to enter the city, so even if she had been able to activate it without the helmet’s interference, she probably wouldn’t have had the slightest clue of how to reverse what the Master had done. For all she knew, she could just as easily activate the chamber’s self-destruct sequence… It certainly looked like the type to have that function.

She narrowed her eyes. “Okay, maybe not all the cards, but what’s stopping us from just smacking you around until you open the door for us?”

He stared back, then released a shuddering breath as he shifted himself to sit on the floor with his legs folded in a meditative position. For someone with a throwing knife stuck in his bleeding shoulder, he looked awfully serene as he levelled his gaze at her.

“Mutually-assured destruction. I still possess the means to terminate our existence, painfully, and I will not hesitate to do so if I cannot secure survival on my terms.”

“You’re bluffing.”

“Are you willing to wager your lives on that?” He shifted his gaze slightly Daring, then to Speckle, then back to Max. “Your companions might not share your conviction.”

“I’m only getting half the conversation here, but it sounds pretty bad,” said Daring with a frown, still keeping her spear aimed at the Master. “Talk to me, Max. What’s going on?”

“Know that time is against you.” The Master glanced at the sparking, smoking section of pipes and cables on the curved wall before returning its gaze to Max and steepling its hands. “Your rescuer’s use of explosives has damaged this facility’s power grid. Take too long to reach consensus, and I will not be able to reopen the door.”

Max frowned. The damage didn’t look that bad, but they also had no way of verifying his claims without risking their lives.

“I think I get the picture,” Daring muttered after throwing a casual glance at her hoofwork. “What does he want?”

“This exchange is severely hampered by the language barrier. Instruct your companions to remove their helms, and I will impart understanding to—”

“Yeah, no. Not happening,” Max deadpanned. “Just tell us what the deal is.”

The Master nodded. “Very well. In exchange for safe passage to the surface, I require your genetic imprint and your consensus not to harm me, at least until we have escaped the city.”

“What do you mean by my genetic imprint? And what for?”

“I am dying. Magically augmented disease has rendered me infertile and cancerous, and I have been psionically impeding the spread of neurotoxins in my bloodstream ever since you awakened me. Torpor has allowed me to survive impalement with a poisoned weapon for centuries, but I still require a cure for these biological weapons.”

He pointed a bony finger at the chamber’s pool. “If you allow me to reverse-engineer the alterations to your genome, I will be able to incorporate them into mine. Your ancestors survived the cataclysm, formulated a cure through gene therapy, and their offspring now thrive on the surface; I intend to do the same based on your genetic template.”

Max blinked. “You… you want to become a changeling?”

“The alternative is death.”

Max snorted. “So much for your superiority, huh?”

His pedipalps twitched. Another crystal light in the ceiling winked out.

“Right… so let me get this straight: all I have to do is let you take some tissue samples from me, and then you turn into a changeling and open the door.” She tilted her head and narrowed her eyes. “And then what, we go our separate ways?”

“Our chances of survival increase significantly if we cooperate until we reach the surface. We likely will not have the luxury of finding another escape route, and your former companions may attempt to collapse the exits or even attack us directly, depending on how perturbed their leader is about my deception.”

“And after that?”

“There are many possibilities, but know that my interest in you and the modern Bright races is largely academic at this point. I harbour no ill will towards them; vengeance is beneath me.”

“Hah. Didn’t stop you from treating us like animals…”

“Then you should find poetic justice in my decision to emulate your form. Your initial treatment was a calculated risk, prioritising my immediate survival. Now, it is apparent that diplomacy will yield more desirable outcomes than intimidation. Decide quickly.”

“Come on, what’s the deal?” asked Daring.

Max explained it to them, and when she got to the part about letting him extract samples from her, Daring stomped a hoof and growled, “No way. There’s no telling what he’ll really do to you!”

“I second that,” Speckle said, raising his hoof. Then, he flattened his ears and added, “But… I’m not sure if we have much of a choice, though. This chamber feels airtight, and if we’re really running out of time as he says…”

Daring shook her head and searched the chamber with her eyes. “I don’t like this. We’ll have to try something else…”

“Remind your companion that I am already at a severe martial disadvantage. If I inflict undue harm upon you, she is fully capable of killing me where I stand.”

“He says you can gut him if he tries anything funny,” Max relayed.

“I don’t know…” Daring shifted under her armour and sighed heavily. “I don’t like it, but I can’t see any other way. I guess it’s going to be up to you.”

Is it, really?

She bit her lip, feeling the weight of… responsibility? That couldn’t be good for her. That nonsense was for the queen and sticks-in-the-mud like Pharynx! The closest thing she’d ever felt to that was when she had others waiting on her to publish her latest volume of fanfiction on schedule, and that didn’t quite have the same gravity as somepony else’s life depending on what she did!

Max sucked in a breath through her teeth.

Well, this bites.

She didn’t fancy being his lab rat, but it was still a step above entombment in some forgotten city.

“Okay, fine. I let you take a sample, you turn into a changeling, and we all get out of here together. And no backstabbing. Is that the deal?”

“We are bound and driven by survival. So shall it be.” The Master stood up and stretched out its hand in a single fluid motion. “I require the interface unit for this procedure.”

Max scrutinised the rune stone for a moment, then tossed it into his open palm. “Don’t make me regret this.”

“Immerse yourself in the biotic engine and we will begin.”

She trotted up the now slick steps alongside him, but paused at the edge of the pool to meet Daring’s eyes, who gave her a firm nod and said, “Holler if you need me. I’ve got your back.”

“Be careful,” Speckle murmured.

Max held back a snort. Little late for that. We’re way, way past being careful at this point.

She gingerly stepped into the dark pool and waded into the centre of it. Once up to her neck, she turned and watched as the Master fiddled with the rune stone in its palm. Machinery whined and hummed. The pipes hissed. The vats bubbled. Sparks flew from wires in the section that Daring had bombed. A current in the fluid pricked Max through her chitin, and her wings twitched involuntarily when the insides of her leg pores stung a little.

“You doing okay?” Daring asked whilst she kept the spear trained on the Master’s back.

Max nodded. “Uh huh.”

Seconds ticked by. Then a minute. She felt like the class dunce standing in the corner whilst everypony stared at her. To keep it from getting too awkward, she murmured, “How’d you even find us, by the way? This place is huge, and we had a long head start.”

“Easy. You guys were bleeding all over the place.” Daring smiled grimly, and her face softened when she added, “Thanks for the save back there.”

“Don’t mention it.”

“Extraction complete. Standby,” the Master interjected.

Max raised an eye ridge. “Is that all?”

She’d expected something a little more… mad-sciency. It hardly even came close to the trippy lesson in anatomy she’d gotten from him earlier.

The Master then stepped into the pool with her, oblivious to Daring’s protests and warnings. Max took a couple of steps back to make room for him in the centre, but she kept her legs cocked and wings spread just in case she needed to leap out of harm’s way. He ignored her, too, and continued tapping away and running his fingertips along the surface of the glowing rune stone.

Eventually, he set it at the edge of the pool with telekinesis and chirped, “Commencing gene therapy. Brace yourself.”

Brace myself? Wha—

Max tensed when ominous gurgling noises came from the cylinders suspended directly over her. A valve on one of them opened up and unleashed a deluge of silvery fluid.

Oh grub!

She yelped as the heavy matter struck them like a pile of sandbags. Her legs buckled, and her head went under the surface. When she came back up gasping for breath, she heard Daring’s furious shouts just before lightning raced through every fibre of her being. At the same time, thousands of screws dug into her body, twisting and turning as if in search for her vital organs.

Magic surged into her horn and spewed out as a torrent of green flames that spread over the churning surface, engulfing her together with the Master. She saw Daring at the edge of the pool, wide-eyed and desperately fanning her clipped wings to clear the air.

Then, Max then felt a chill run up her spine when her helmet slid off and plunged to the bottom of the pool, out of sight and out of reach. By the time she realised that it had actually sunken through her head and chest as if they had been made of pure jelly, she no longer had air in her lungs to scream.

She could only listen as the Master’s rippling voice thundered in her mind.

“Maxilla of Brood Chrysalis, I am Ydrax’il of Brood T’charuuk, and you shall now learn why I was named Arch Splicer of the Under-Realms.”

Author's Note

I hope you like ~~info dumps~~ lore, because this one was an absolute beast to write. :twilightoops: Hope I struck the right balance between plot, characters and exposition. :twilightsheepish:

Chapter 8

Max twitched and gurgled.

Changing forms was generally a quick and painless process, only hurting if the changeling had extensive injuries like fractured bones and deep cuts. If Max had to describe it to a pony, it was like getting a pee-shiver whilst stretching, only with a little strain on the horn from expending magic, depending on the complexity of the assumed form.

Also, it rarely lasted longer than a couple of seconds.

This time, Max felt trapped in between forms, unable to complete or abort her transformation. Stuck in a permanent state of flux, wanting to scream but having no breath and maybe not even a mouth to do it.

Somepony—anyone! Help me…

Green fire and black sludge had filled her vision before her eyes gave out, plunging her into a viscous, dark world that throbbed to the rhythm of her heart. It swelled and contracted in sudden, fretful bursts, as if on the verge of giving out after she had been galloping for hours on end.

“Maxilla.”

Amidst the turmoil, Max heard his voice, rippling with power and authority.

You… You did this!

“Yes.”

She tried to bare her teeth and snarl, but only produced a gurgle in her throat.

You backstabbing piece of—

“Your physiology is riddled with inefficiencies and suboptimal traits, the product of a genome heavily modified with haste under non-ideal circumstances. I intend to rectify this.”

Max’s brain short-circuited for a moment, and she nearly got swept away in her personal sea of throbbing discomfort. Then, on her next heart palpitation, she wrenched her mental focus away from her pulsating chitin and latched onto his mind once more. Even though he was responsible for her current state, his mind was like a sturdy rock in a maelstrom and vastly preferable to thinking about what was happening to her insides.

Why?

“We will likely face considerable threats to our survival once this facility’s power cells are depleted. Having you in peak condition will improve our chance of reaching the surface without casualties.”

Wait… are you trying to upgrade me?

“A simplistic term for the process, but it fits well enough.”

What’s the catch?

“Nothing beyond the immediate necessity of fighting for our survival. Though, if you feel the need to attach an ulterior motive to my actions, you may choose to believe that I find your flawed genome an intellectually stimulating problem to solve. One of my peers dabbled in anathema with commendable success, and I intend to improve upon it. You are our legacy, and this knowledge must be preserved.”

Max heard the deep hum of machinery pierce through the throbbing in her ears, rising in pitch and volume until her bones vibrated with it.

“But first, you must endure.”

Wha—

She didn’t get to finish that thought.

Everything leading up to that moment felt like a soothing massage in comparison to what followed.

Ydrax’il broke her.

He toyed with her bodily functions, tweaking her heart rate up and down anywhere from a sluggish thump to a rapid drumming. Her blood boiled and surged, straining against the walls of her heart and arteries, stretching them to their limits. He forced her to inhale until her lungs had swollen way beyond the natural dimensions of her ribcage, then exhale until she felt thin as a reed.

Her limbs stretched, bent and folded into unnatural shapes and angles. She felt like a balloon animal being twisted, squeezed and contorted relentlessly, with no regard for the growing pressure inside and the unbearable tension outside, ready to pop or split at any second. Everything itched and smarted like the worst carpet burn ever, both inside and outside.

Max couldn’t feel her teeth or tongue. Her stomach felt adjacent to her hooves. Her horn felt way farther up on her skull than it should. She didn’t feel like she had any chitin left protecting her soft insides. Heck, for all she knew, she didn’t even resemble a changeling anymore and had turned into an amorphous blob of bubbling goo.

Stop! Make it stop! I’ll do anything, I—

“Endure.”

Max felt a sudden chill when gaping holes opened up in the vicinity of her ribs and belly. Unlike the pores on her legs, these led directly to all the important stuff. Fluid rushed into her through these newly-acquired spiracles, and she felt an itchy sort of warmth spreading into her extremities that soon turned into a relentless swarm of stinging bites all over her body. Hard lumps formed under her skin, and she would’ve screamed if she could as they agonisingly worked their way to the surface like roots bursting from the ground.

Please, just stop…

He didn’t answer her. She only heard the roar of the biotic engine.

All the while she felt more fluid being pumped into her body, stiffening and tightening her exterior until she must’ve swollen up like a grotesque balloon.

Time dragged on and lost meaning.

Help me, please…

Then, Max wanted to moan with relief when she felt the hard lumps excising themselves from her skin. The burning and itching gave way to a general tingling sensation, and the pressure bled off as warm excess fluid gushed out from her spiracles, leaving her a deflated, blissful heap floating in the cold darkness.

Meanwhile, she felt Ydrax’il shifting around in the pool with her.

His mind had gone silent.

Too bad, don’t care.

She just wanted to enjoy doing absolutely nothing whilst waves in the pool lapped against her intermittently – a warm, soothing caress that dredged up long-forgotten memories of being safely curled up inside her egg. But after a while, she felt restlessness stirring within. Hunger gnawed at her belly and that void near her heart, both for food and love. A shiver ran down her spine, down to her hooves, and she tasted copper when she yawned and sucked in a cold, heavy breath.

Oh hey, I’m changeling-shaped again!

At least, it felt that way. The world remained dark even when she opened her eyes.

[Patience. You are almost ready.]

Max blinked.

Something about touching Ydrax’il’s mind felt… different. She no longer had that sensation of a cold worm squirming around inside her brain. Her mind had expanded sufficiently to accommodate a visiting consciousness, which made him feel more like a guest than a monstrous invader crowding her out of her own house.

Heck, even thinking at him felt different, like her brain had discovered a new muscle. She could even triangulate his location from mental touch alone; he was curled up in front of her, barely a tail-length away and separated only by some flexible but impermeable barrier.

[I feel different,] she thought.

[You are different.]

Ydrax’il’s voice had changed, too.

Or maybe just her perception of it. He no longer sounded like he was thundering at her through a loudspeaker in a cave, and his presence no longer bore down on her mind like an immense weight. His voice still rippled with power and authority, but as a fellow mortal rather than some unfathomable eldritch abomination that wanted to devour her soul.

[What did you do to me?]

[I have managed to partially restore your psionic potential. You will experience greater clarity, and with practice, exert more control over your telepathy.]

[So… I’m psychic now? Just like you?]

[As a candle is to a furnace.]

Max resisted the urge to roll her eyes.

[Unsurprising, if Arthraki is your frame of reference,] he continued. [There are irreconcilable differences in thaumic and psionic physiology. Without regular corrective treatment, a species that possesses both in any appreciable measure is inherently unstable and inefficient, and one of the two will eventually deteriorate until equilibrium is achieved. Your ancestors had a bias towards thaum, and it is reflected in your current generation.]

[So I just get to talk with my mind? No mind-control or real telekinesis? That sucks.]

[A premature conclusion. You now possess the full range of Arthraki psionics to a lesser degree, but your ability to use them is crippled by the malnourished state of your brain. Enriched grey matter is necessary for techniques beyond basic telepathy.]

Max felt an eye twitch. [Are you saying that I went through all that for nothing? What do you expect me to do if we get into a fight, use harsh language?]

[Unnecessary. This biotic engine still has a small reserve of enriched grey matter for surgical infusion.]

[Uh…] Max instinctively curled up to cover her vulnerable places. [I’m not going to like this, am I?]

She got a mechanical whirring in response, followed by a splash. Something small and snakelike disturbed the fluid in front of her muzzle, and then she felt a stiff object ram its way up her nostril, far enough that it surely must’ve gone past her eyes. She thrashed in the confines of her mushy space, unable to scream with all the fluid in her lungs.

Intense cold and pressure stung the inside of her nasal passage, bringing tears to her eyes as it pushed farther and higher, until it throbbed inside the middle of her skull. She heard a cacophony of colours. Tasted splashes of brilliant noise. Tremors wracked her entire body as steely agony threaded its way down her spine, culminating in a deafening flash of light as the hard tube popped out of her nostril.

Max lurched forward and pressed against the fleshy wall of her prison.

Let-me-out-let-me-out!

She braced her hind hooves against the bottom, dug her horn into the barrier and then thrust herself forward with all her strength. The barrier resisted at first, but slowly deformed around her horn until it burst with a bubbling gush of air.

Max floundered for a couple of seconds before her hooves found the sturdy edge of the pool, and she hauled herself out with a gurgle as she coughed up fluid from her lungs. Her belly muscles clenched, and the chunky, sour contents of her stomach rushed up to join the black splatter running down the stone steps.

A ragged gasp. Crisp air rushed into her lungs, bringing strength back into her limbs. Warm slime dripped from her carapace.

Hushed whispers and muttering reached her ears as she staggered back onto all fours.

Turning, she saw the ruptured remains of a pair of dull-green cocoons in the pool. A dark figure hunched at the opposite edge with its back to her, coughing and sputtering.

Max stalked around the rim of the pool without taking her eyes off it.

It had black chitin like a changeling, but its proportions looked a little odd. The holey legs were too lanky for a drone, but a little too stout for a queen. Blade-like, glistening wings hung limply on its back, broader and longer than anyone’s aside from Chrysalis’, and the segmented plating on its belly had a teal hue with an iridescent sheen. So did the spinal crest that ran from the top of its head to midway down its neck, and the long, fin-like tail. It had a notched, recurved horn, too.

It turned its head to face her, and Max saw that it had pupils just like Chrysalis’, but golden instead of teal.

You!

All at once, every second of agony Max had spent stuck inside that pool came rushing back, flooding her mind with one violation after another until a frenzied screech escaped her throat. She leapt and slammed into him, and the world spun as they tumbled down the steps. For good measure, she made sure to land on him with all her weight when they reached the bottom.

Once the spinning stopped, she straddled his belly and began pummelling him.

“That – hurt – like – Tartarus – you – moron!” she snarled, punctuating each word with a blow of her hoof to his muzzle, cheek, neck, forehead and just about any part she could reach.

Ydrax’il didn’t fight back. In fact, though he did flinch a couple of times, his gaze remained steady and focused on her, as if he was counting off the number of blows he allowed her to land – the same way a parent might silently watch their foal grabbing free candy, just waiting to step in and say when enough is enough.

Think you’re so tough, eh? I’ll show you tough!

Max pulled foreleg back for a really mean right hook. Green light flashed at the edge of her vision, and her hoof felt a little shivery and tingly for a split second before Ydrax’il’s eyes widened.

She let fly, but he shifted his head aside just in time.

Her hoof smashed into the floor, and the stone cracked.

Max blinked, then slowly shifted her gaze to her hoof, wincing in anticipation of seeing shattered chitin and bone.

There was no hoof.

Instead, she found a closed fist at the end of her foreleg. A huge one with three blocky fingers similar in proportion to the golems’ they had encountered earlier, except fully covered in extra-thick, spiny carapace instead of stone.

It took her a moment to figure out which muscles to relax, and when she did, the fingers uncurled to reveal a palm covered in thick hide. She tried to wiggle her fingers, and they obeyed. Definitely hers. More sensitive than the underside of a hoof, too.

“Though regrettable, your discomfort was an unavoidable side effect of the extensive adjustments needed to optimise your natural abilities,” a male voice said.

Max glanced downward, eyes wide.

“Yes, this form is capable of speaking fluent Equestrian,” Ydrax’il said.

His voice was a little deeper than average for a changeling, and it had a slight rippling quality to it just like the queen’s. The voice of a king, or at least someone you generally wouldn’t want to mess with, like a warlock or necromancer. The only flaw she could discern was that his face remained devoid of emotion when he spoke, with absolutely no trace of an accent in his monotonous delivery. Had they not been face to face, she probably would’ve assumed his voice belonged to a golem, albeit one with a less gravelly voice.

“Uh, right…” Max frowned at her fist and shivered when it reverted to a hoof in a flash of green flame. “Any other surprises I should be aware of?”

“None that would take precedence over escaping this facility. Let me up.”

She frowned at him for a couple of seconds before gingerly getting off his belly and retreated a couple of steps whilst he righted himself. Clumsily. He tried to start by sitting up the same way a diamond dog would, which didn’t work out so well when he failed to complete the motion and flopped onto his back again. He rolled onto his side, then his belly to get his hooves on the floor, and then raised himself slowly like a platform with his legs spread way wider than necessary, trembling all the while.

He looked like he’d had too much hard cider.

Makes sense; he’s never had that body before.

“Max, is that you?”

She turned and saw Daring Do watching her from behind a control panel, still garbed in armour and with spear in hoof. Speckle had taken cover behind a large vat a little farther behind.

“Yeah, it’s me,” Max replied with a frown. “Something the matter?”

“You…” Daring twirled her hoof in the air vaguely. “You look a little… different.”

“Eh?” She glanced down and explored her chest and belly with a hoof, remembering the gross sensation of having spiracles that led to her innards simply opening up all over her body whilst submerged in the pool. A small sigh escaped her when she found no extra orifices.

However, she did find that the plating on her midriff had developed bands of colour. Iridescent teal, leaning towards darker blue. Craning her neck around, she saw that her wings had gotten longer and a little broader, too. And when she turned back to face Daring, she realised that even though they stood on even flooring, their eyes weren’t exactly level anymore. A few inches off, at least.

Wait, am I—oh hayseed, I’m actually taller than her.

Reaching up, she frowned when she felt her horn. It had a recurved notch at the base, just like Ydrax’il’s.

“Max. You there?”

She glanced at Daring and nodded weakly. “Yeah… I think so.”

Speckle whispered to Daring, but Max didn’t need to read his lips. His ears had flattened, and his eyes never left her. Max thought she could almost hear his pounding heart.

“Can it!” Daring said with a flick of her tail in his direction. Then, she focused back on Max and continued, “You’re still with us, right?”

“As if she’s going to say otherwise,” Speckle murmured.

Max shot him a frown and opened her mouth, but before she could retort, a series of clangs and dull booms reverberated in the chamber. The hum of machinery gradually dipped in pitch, until it filled the chamber with a low moan, and then died off with a chorus of hisses. Shadows wavered in the chamber as the crystals in the ceiling flickered, and then winked out in rapid succession, plunging them into total darkness.

Teal light blossomed in the chamber from Speckle’s horn, and Max added to the illumination with her own.

A deep, grinding rumble followed, and Max turned to see the heavy door rising.

“Well, guess he wasn’t lying about the power running out.” Daring trotted over to Speckle’s hiding spot and nudged him out of cover. “Let’s get moving!”

Max darted forward and raised a hoof to bar their way. “Wait!”

Ydrax’il had tottered back up the steps to the edge of the pool where he’d left the rune stone, and she watched as his horn sparked and fizzed at first, but he eventually managed to bring a relatively dim, yellow-green corona to life. He then transformed his right foreleg into a hand. It started off slowly, like tiny flames dancing on a lump of melting butter, accelerating with each second until five bony digits flashed into existence. He then picked up the rune stone and began tapping away on its surface.

“If you’ve just started messing around with that…” Max glanced at the opened door and turned back to him with a glare. “It means—”

“The door opened by itself!” Daring finished for her. She glared at him and brandished her spear. “You lied about us being trapped once the power runs out.”

Ydrax’il took his eyes off the stone for just a moment, only long enough to give them an almost condescending glance before he went back to his task at hoof. “Yes. This area’s security system is heavily compromised; the doors were set to unlock and open in the event of power loss.”

She frowned. “Why would—”

“The details are of little consequence at this point,” he interjected. “Suffice to say that the deception was necessary.”

“Like hay it was!” Max growled.

“You would not have agreed to my terms otherwise.” His golden eyes bored into hers. “However, the result is still to your advantage. You are faster, stronger, and have acquired access to a repertoire of abilities that your ancestors lost generations ago.”

Max stomped over to him, a shiver running up and down her spine as she felt an echo of her ordeal in the pool, of fire and lightning searing her nerves whilst pressurised fluid strained her insides to the breaking point, of him twisting and mashing her like a lump of clay. She stopped an inch from bumping her muzzle into his and poked him in the chest. Hard.

“No more tricks. No more surprises,” she said through gritted teeth, feeling a throbbing ache form in her head, somewhere beneath the base of her horn. “You try anything funny with us again, and I’ll stomp your face in until it comes out the other end. Got it?”

He stared for a couple of seconds, then flicked his eyes to the side. Max noticed movement at the corners of her vision, and when she followed his gaze, she saw motes of dust, stone chips and droplets of liquid floating in the air around her.

What the—

The moment she stopped thinking about Ydrax’il, her headache subsided and the field of particles and tiny debris around her collapsed. A ghost of a smile twitched the corners of his mouth as the soft rustling of sand and water hitting stone filled the silence between them.

“Indubitably,” he said, and whilst she fumbled for words, he raised his left foreleg and placed the rune stone onto a depression in his chitin, like setting a gemstone into a ring. The edges of the depression shifted to hold the stone firmly in place, and a grey, fleshy tentacle sprouted just next to it, which he used to continue tapping and sliding on its glowing surface whilst he turned and made for the exit at a brisk trot.

Daring scuffed her hoof on the grainy floor and cleared her throat. “Umm, so, was that him or you?”

“Me, I think…”

“Swell. You’re psychic now.” Daring shifted her grip on the spear and gingerly took a couple of steps closer. “Should we be worried?”

Her stomach chose that moment to growl ravenously, which drew a startled yelp from Speckle. Daring raised an eyebrow, and Max could only give her a sheepish grin and a weak chuckle.

“I would suggest haste,” Ydrax’il called over his shoulder whilst he stood at the doorway. “Activating the biotic engine at maximum settings has drained all available power cells, including auxiliary units in the sublevels. I was unable to reprogram the security failsafes below, which means that those doors have probably opened as well.”

Max turned and saw her companions watching her as Ydrax’il trotted away, and despite their helmets preventing her from tasting their emotions, they clearly didn’t see her the same way as before. Speckle looked torn between keeping a very healthy distance from her and barrelling past her to make a mad dash for the exit, whilst Daring’s contemplative frown was reminiscent of somepony trying very hard to see through a poker face.

Hayseed, it’s like we’re back to square one…

She saw herself back on the bridge after jumping off the train, trying to convince Daring that they were both on the same side. And this time, a special phrase or private information wasn’t going to cut it.

Heck, would I even believe me if our positions were reversed?

The silence stretched. Ydrax’il’s hoof steps were getting fainter. Speckle and Daring hadn’t moved from their places, though she could tell that Daring was itching to get moving from the way she quietly shuffled her hooves.

Eventually, Max sighed and flattened her ears.

“Look, I’m still me, okay? Maybe we should save this conversation for later when we’re not in a death trap.” She tilted her head towards the exit and added, “Besides, I don’t think he’s going to wait for us.”

Daring’s eyes narrowed for a couple of seconds before she sighed and slung the spear over her back with a wing. “Yeah, you’re right. Let’s get the hell out of here.”

The both broke into a canter after Ydrax’il.

A couple of seconds later, she heard Speckle’s hushed groan and his hoof steps catching up.

“Hey!” Daring called out as they exited the chamber, “uh, mister…”

“Ydrax’il,” Max supplied.

Daring raised an eyebrow at her, then turned back to him and continued, “Eedra... Drax—nah, Axil. Hey, Axil! So, that thing you said about the doors opening below – why's that a problem for us?”

He maintained a brisk pace whilst he spoke, and Max noticed that his strides looked almost perfectly natural, with only a couple of missteps every now and then. He’d gotten the hang of using four legs freakishly fast.

“Our early attempts to inoculate ourselves against magically augmented disease had unintended consequences. Initial experiments involving non-Arthraki test subjects yielded unsatisfying results and extremely high mortality rates. Improper sterilisation and disposal of biohazardous waste frequently occurred during the war. Contamination and undocumented interactions with invasive species in abandoned passages and disposal pits. Mutation most likely. Result: proliferation of aggressive and infectious aberrations, many of which still possessed enough mental faculties to identify Arthraki as the architects of their torment.”

“Biohazardous waste? You mean bodies…” Speckle uttered in hushed a hushed tone between breaths. “This sounds like the start of a bad horror movie.”

“And the doors that kept them down there are now open….” Max finished.

“Well… shoot. How close is the nearest door to the sublevels?” asked Daring.

Just then, their tunnel merged into a larger sloped passage, and Max felt warm, humid air rushing up from behind her, so thick that she could actually taste it. Stale mould. Sour decay.

“Approximately six hundred metres,” Ydrax’il answered. He then sniffed the air and snorted. “The seal is broken; pressure is equalising. If any aberrations are ascending, the current will guide them to us. Make haste.”

“Awesome,” Daring growled as she shook her head and put on a burst of speed.

They ran through the passage at a steady pace, spurred on by the foul wind at their backs. Ydrax’il led the way, with Daring and Speckle following a couple of metres behind whilst Max brought up the rear. He seemed to be leading them back the same way they’d entered, as Max glimpsed splotches of dried blood at regular intervals.

[Interesting,] he thought at her.

[What?]

[Despite becoming their superior in virtually every aspect as a living organism, you still desire their respect and approval. The one called Daring Do, especially. Drawing emotional sustenance from her does not require sincerity, yet you continue to express it. Your memories indicated that this behaviour is abnormal even within your generation.]

Max glared at his back. [You still mucking around inside my brain?]

[Unnecessary. If I had done so, you would know it.]

[Well… it’s still none of your business.]

[Your behaviour suggests that you would be willing to endanger yourself to protect her from harm.]

[So?]

[Disproportionally unfavourable risk to reward ratio. Especially for a queen.]

Max nearly planted her face in the ground when she missed a step. [Queen?]

[Your modifications were heavily based on a template already present in your genome. The queen variant was the most receptive to psionic restoration.]

She could feel her jaw hanging as she ran.

Huh.

He did have a point. Her time in the biotic engine had erased any trace of fatigue from her. No more wounds, and maybe no more imperfections, even. She could transform into shapes far removed from the standard quadruped, her magical reservoir felt like its capacity had been vastly deepened, and to top it all off, she had psionic abilities.

Her breaths whooshed in and out with ease, and her compact, wiry muscles flexed underneath her chitin with each step, simply brimming with strength and endurance. She felt like she could keep running for days on end; strap an anvil to her back and then it might be a challenge.

Aside from her twisting emptiness in her belly, she felt great.

She felt better than great; she felt powerful – ready to take on anything that stood in her way, even an alicorn or Chrysalis herself.

A queen.

Queen Maxilla? I like the sound of that…

Max pictured herself sauntering back to the hive with hundreds of armoured soldiers arrayed against her, all lined up on the spires, ledges and in the tunnels. Pharynx and maybe Thorax would be there, watching her from behind the safety of a dozen spiked barricades. With a lazy smile, she would simply give them a cheeky wave and say, “Hello, boys. I’m back!”

None of them would stand a chance; she’d flatten them all in a fight. No wonder the Arthraki felt like they owned everything!

Then, Max’s eyes fell on Ydrax’il, and her grin wilted.

The last Arthraki, who had chosen to take the form of a changeling, and he was running away from danger just like the rest of them.

So much for all that power…

[Seriously, that biotic engine sounds like the solution to all of life’s problems,] she said. On a whim, she transformed her tail into a long, fleshy tentacle – that felt really weird – then reverted it and continued, [How could the Arthraki possibly lose to a bunch of ponies? It’s not like they caught you totally off-guard with magic. You said you guys had years to figure it out!]

[The biotic engine was one of our last innovations before the cataclysm. Clinical trials on Arthraki had poor results. We perfected gene therapy through experimentation on practically every major species in the Bright realms, and we used it to improve them for their roles as… servitors.]

Max frowned. Conversing telepathically still felt alien, but she’d gotten enough of a grasp on it to recognise the hiccup in the stream of his carefully measured thoughts – the equivalent of a hesitant pause in natural conversation.

Hiding something, aren’t you?

If he was aware that she was reading between his lines, he gave no indication of it. [We did not attempt to modify ourselves again.]

[But why not?]

A pause. Telepathic silence between them whilst the thundering of their hooves echoed in the passage.

And then Ydrax’il looked over his back to give her a sideways glance. [Hubris. Outside of a few who dabbled in unorthodox research, we considered ourselves the pinnacle of evolution, in need of no improvement. As far as Arthraki physique was concerned, the biotic engine was relegated to the role of a mere healing aid.]

That attitude sounds awfully familiar…

He turned his face forward again. Mental silence.

The rhythm of their breaths, pounding hearts and thundering hooves lulled her into a hazy mood as she remembered the disastrous invasion of Canterlot. Just another failure on top of their history of failures to conquer Equestria. Or to even make peace with it – other queens had tried.

And then there was Thorax, who’d somehow managed to openly get on fuzzy-feely terms with the head honcho of the Elements of Harmony despite being the hive’s laughing stock. And if Twilight’s letter was anything to go by, he’d gotten most of the hive to go along with it and saved them from starvation…

And then there was Maxilla. Living the life of a casual pony, relatively safe and well-fed. And more recently, as Daring Do’s impromptu sidekick.

She gave Ydrax’il a telepathic nudge and said, [To answer your original question: I guess I’ve got Daring’s back, and she’s got mine. Every species needs its freaks, right? They’re dead, we’re not. Guess who gets to say what’s good for us?]

Almost a whole minute passed before he answered.

[A rational inference.]

Max sensed a small pause in his stream of thoughts, and for a tiny instant, she tasted a sugary, chalky flavour that reminded her of… dry amusement. And then it vanished in the next instant when he brought his mental guard back up.

[A few amongst my peers valued innovation more than dignity, and would frequently waste ample resources in the creation new organisms for its own sake. Xal’ondro was one such splicer, and your altered genes bear hallmarks of his wasteful and reckless techniques; I would not be surprised if it happens to be true. The thought that one such as him may very well be responsible for the survival of our species – albeit by taking the form of lesser organisms – is most vexing.]

[Guess we should be thanking him, huh?]

Just then, Max heard a throaty warble coming from behind, followed by high-pitched chittering. She threw a glance over her back, but with all the light crystals dead, it was too dark for her to make out anything beyond the reach of her horn light. Farther than ten metres away, utter darkness ruled.

“Guys… what was that?” asked Speckle. His nostrils were flared and his ears flattened as he cast them a worried look.

“Death for the slow,” Ydrax’il said matter-of-factly.

Then, Max sensed his telepathic ping and definitely tasted mirth in it when he added, [Know that Xal’ondro and his ilk are directly responsible for creating most of the aberrations below. Be on your guard, or your creator may yet take credit for your demise as well.]

Of course. Otherwise it would be too easy, right? I totally haven’t been through enough yet.

They picked up some speed, but not so much that they might risk exhausting themselves before reaching the surface. With Speckle as the least athletic of the party, that pretty much left him in charge of setting the pace, which stopped just short of a gallop. The bad air probably wasn’t doing him any favours, either. Max felt a little guilty for having a couple of stray thoughts that involved leaving him behind to slow down their pursuers.

Her wings buzzed at irregular intervals, but she fought the itchy urge to take to the air. They didn’t feel like they had finished drying and hardening; using them or shapeshifting too soon might lead to unpleasant deformities. Ydrax’il presumably stayed grounded for the same reason.

After several minutes of steady running, her heart rate spiked when she heard another warble and a croak, followed by the clacking of claws and pitter-patter of feet. They sounded closer, though she still saw only darkness when she turned and squinted, trying to—

A slender, pale figure roughly the size of a stunted diamond dog lunged out of the darkness with its arms outstretched. Long, bony fingers covered in loose and clammy skin slapped onto her rump.

Max shrieked and bucked, but it held fast to her hindquarters, as if glued in place.

She glimpsed an elongated head with pale, wet skin tightly pulled over its empty eye sockets. A gaping mouth rimmed with teeth like a lamprey’s that uttered an otherworldly shriek as it unstuck one hand with a wet slurp and slapped it onto her back, reaching for her neck…

Get-off-get-off-get-off!

A sharp burst of pressure formed underneath the base of her horn, which then vanished when an invisible force smacked the creature squarely in the face, hard enough for a shockwave to travel along its loose skin from head to torso. One hand came loose, and she bucked again, striking one of its lower limbs with a hoof. Its surprised shriek turned into a gurgle when its face crunched onto the floor.

Despite some quivering in her legs and the crawling sensation underneath the patches of chitin it had touched, Max found herself grinning.

Telekinesis – real telekinesis – sure packed a punch. And it didn’t even use up magic!

More warbles and chittering came from the darkness. Pale, contorted figures danced at the edge of her horn’s light radius. They looked like skeletons covered in loose skin, riddled with lumpy tumours or haphazard clusters of barbs and hair. No two were the same.

Speckle threw one terrified look over his shoulder and accelerated to a full-on gallop, wailing, “I didn’t sign up for this!”

“Well, you’re stuck here anyway, so put on your big boy saddle and get ready to fight!” Daring snapped back as she tightened her grip on the spear with a wing. She then snorted and muttered under her breath, “Going to be hard running and watching out at the same time, though…”

Max blinked.

That’s not the case for two of us.

Reaching out with her mind felt similar to her regular ability to sense and taste emotions, except that it also gave her a vague impression of physical space around her, which included a dozen or so figures chasing them. When she focused on an individual, she got an impression of its overall size, shape and number of limbs, plus its emotional state.

Hunger.

They all hungered. A few of their vestigial minds also seethed with rage and resentment as each step brought agony from fused bone, torn ligaments and deformed muscle. The air reeked with the fumes from their breath and skin.

One of them lunged at Max, but this time, she easily sidestepped the claws that reached out for her. Another one spat something at her, but she didn’t let that one land, either. The substance that splattered to the floor looked like yellow mucus, and she narrowly avoided stepping onto it.

“What’s going on back there?” Daring hollered.

“Keep moving. I got this!”

When another fleshy horror tried to pounce on her, she slapped away it with a telekinetic blast without even needing to turn and look.

This is great. Hah! Nothing can sneak up on me!

Having three hundred and sixty degrees of heightened awareness almost felt like cheating.

[Moderate your psionic activity.] Ydrax’il gave her a warning glance. [It takes a toll on the mind, and the effect is delayed.]

[Got it,] she shot back as she conjured a barrier for another freak to smash its faceless head into.

The rest of the creatures didn’t make further attempts to jump her after that, but they kept pace with their group and stuck to the shadows. Like wolves, they were waiting for their prey to tire out or make a fatal blunder.

They ran past several desiccated remains of Arthraki and pony skeletons in armour, but the creatures showed absolutely no interest in the dead and simply leaped over or weaved around them like obstacles in a race track.

Several minutes later, their passage opened up into the massive hexagonal cavern where they’d first found Ydrax’il. The vast space allowed for more effective dispersal of air pressure from the sublevels, and they soon found themselves running through relatively still and stale air as opposed to a miasmic wind.

Dry, musty air had never tasted so good.

Max tried to snatch up a sword stuck in an Arthraki’s back with her newfound telekinesis, but her grasp simply slipped through it the same way an earth pony’s hoof might on a cloud.

Right. Cheaty magic runes.

She then switched to actual magic and fumbled with it for a moment or two whilst she tried to spin it like a deadly saw disk. If she’d tried that sort of thing before her gene therapy, she would’ve lost her grip and sent it off in a random direction once it had built up modest speed. Now, she had enough strength and concentration to hold on to it whilst adding more and more velocity to its rotation until the blade had become a blurry, whirling disk of doom.

Chew on this!

Max sent it flying at one of the larger ones, and it ricocheted off the floor with an ear-splitting clang as the blade shattered. The shards then sliced one’s tail off and impaled a couple others, eliciting enraged howls from their gaping maws.

She growled to herself. Apparently, gene therapy can’t fix lousy aim.

“I can’t – keep this up – forever!” Speckle cried between gasps. “What – what are we – going to do?”

“We must find a choke point and prevent the aberrations from getting past it,” Ydrax’il said with a casual glance. “From what I gleaned from Maxilla’s memories, the cave-in that you had to blast through will suit our needs.”

Speckle stumbled over a chunk of broken golem, wheezing as he lost momentum and slowed to a trot. “So far away…”

“Oh, no you don’t.” Daring hooked her free wing over his shoulder and hustled him along. “We’ll get there. Just hang on!”

The loss of speed allowed the creatures to catch up, and Max felt more of them entering her telepathic range. They now had at least thirty hot on their tails, and they were trying to form a circle around them.

When one monster tried to dash past Max with its many, many teeth bared, no doubt going for the weakest of their party, she levitated a rusty shield up from the battlefield and bashed it squarely in the face. After it crumpled to the floor shrieking like a banshee, she threw the shield at the seven-legged aberration leading their flanking manoeuvre. It grunted but didn’t topple thanks to its extra limbs. Still, it fell back to chasing rather than flanking them, and the others didn’t try to pick up where it had left off.

If they manage to herd us into a corner, we’re dead.

She buzzed her wings briefly, but they flexed and twisted too much to provide adequate lift.

Hayseed! Not quite there yet.

Max squinted ahead and saw that Ydrax’il was still fiddling with the rune stone embedded in his foreleg. With a growl, she pinged him. [Just a suggestion, but could I maybe get a little help with stopping these freaks from killing us all?]

[Your efforts are sufficient thus far. I am occupied.]

[With what? How does that help? You’ve been playing with that thing ever since we started running!]

[I am attempting to remotely access any security subsystems that are still intact – with limited success. The city’s automated defences are at one percent functionality, and all the doors on our escape route have lost power.]

[Well, that’s just—]

Her train of thought ceased when she heard the booming of drums. The noise came from up ahead and slightly to their right, gaining volume and shifting farther to the right as they covered more ground.

Max’s mouth went dry.

No, not drums.

Footsteps. Heavy ones that shook the very floor beneath their hooves. It sounded like a pile driver.

“Heads up!” Daring bellowed. “We got incoming on the right!”

“No! Do not be alarmed,” Ydrax’il interjected with a quick buzz of his wings. “I have summoned assistance.”

As the last of his words faded into the vast expanse around them, a hulking figure lumbered into their horn lights, trampling through a pile of armoured skeletons as it did so. Metal pancaked and bones turned to dust beneath its column-like legs, and it gradually shifted its trajectory until it was running alongside Ydrax’il. Daring and Speckle immediately shifted places to keep him between them and the golem.

“Unit ready. Input command,” it rumbled in Yogetor.

“Sentinel, escort me and my associates to our destination. Set status of present Equestrians to citizen. Fend off hostiles and maintain formation; use of lethal force is authorised,” Ydrax’il responded in kind.

“Acknowledged.” The glowing runes on its body brightened, and its limbs gained several inches in length when its joints popped and loosened up for increased articulation. “Combat mode engaged.”

“Since I don’t want to make silly assumptions…” Daring gave the golem a sidelong glance and waggled a couple of feathers in its direction. “That thing is playing for our team, right?”

“Yes,” Max and Ydrax’il answered in unison.

Speckle’s eye twitched as he watched it shifted position to the rear of their formation. “You’re… you’re sure you have… full control over it?”

“As much as its virtual intelligence allows. In the unlikely event that I am incapacitated, it will still protect you.”

Daring nodded. “Works for me.”

The bodies and debris thinned out as they approached the far side of the hexagonal cavern, and Max felt her heart lifting when she saw multiple sets of sooty hoofprints going in both directions on the floor’s scorch marks. They hadn’t taken any wrong turns yet; Galleon and his team must’ve taken the same way out.

They ran into the broad passage without hesitation.

Max remembered passing the wreckages of supply carts, barricades and other siege weapons on their way in, and once they passed them in the opposite direction, she used magic and telekinesis to drag whatever she could into the path of their pursuers. Ydrax’il did the same, and together, they managed to send pieces of carts and ballistae barrelling into the oncoming horde along with whatever loose projectiles they could scavenge along the way. The golem helped by smashing its huge fists into wreckage and debris they passed, which sent stuff rocketing up into the air and bouncing off the ceiling before raining down to crush bone and flesh.

It wasn’t enough.

Despite losing one after another to the barrage, their numbers were still growing.

Minutes passed. More running. Daring and Speckle were bathed in sweat, and she could tell from her heaving chest that even her hero’s stamina was flagging. Max’s headache had turned into a persistent throb, and her hunger was making it increasingly difficult to maintain focus for magic or telekinesis.

“Hey-hey-hey, Specks, don’t—whoa!”

When Max heard Daring’s outcry and saw Speckle’s horn light wink out, she instinctively leapt into the air and put on a burst of speed, just in time to wrap her forelegs around his barrel before he could collapse and drag Daring with him. Wings abuzz, she lifted him bodily into the air and kept pace with Ydrax’il whilst Daring recovered her balance.

A fleeting pang of dread washed over her, but it passed quickly enough when she recognised the correct tone and volume in the buzzing of her wings. No deforming or swaying.

Usable the moment we enter a confined space. Figures.

“Nice catch,” Daring panted whilst Speckle mumbled something and squirmed feebly.

Max simply grunted as she adjusted her hold on him.

She could sense diminishing structural integrity in the passage as they went along, and the long, running cracks in the ceiling confirmed it.

Oh, hayseed.

The cave-in loomed up ahead, and she saw freshly-collapsed rubble where the fissure used to be. Galleon must’ve seen fit to bury them; the air still carried a hint of sulphur and smoke.

Daring skidded to a halt before the rubble, shook her head as the rest of them caught up and said, “Anypony brought a shovel?”

As if on cue, the sloping pile expanded into a cloud of dust and rocks up to the size of grapefruits, floating around the fissure. Ydrax’il tilted his head slightly, and the cloud promptly collapsed into two mounds on either side, revealing…

Speckle moaned in her forelegs. “Oh no…”

More rocks. Boulders and slabs ranging in size from tombstone to rain barrel, all tightly wedged up against one another. There was no way for the—

Max’s spinal crest prickled when she heard a screech and felt something rapidly closing in on her back. She spun round, and then flinched when faced with rows and rows of teeth in a gaping maw bearing down upon her. With a gasp, she dropped Speckle – who yelped when he landed flat on his belly – and threw her forelegs up to shield herself. But before the teeth could sink into her forelegs, a huge, stony arm interposed itself between Max and her assailant.

Massive fingers closed around the creature’s skull, and the golem then brought it down to the floor with the force of a dragon’s stomp. A wet crunch, and its misshapen limbs barely had time to flail before the golem tossed it away like a ragdoll in order to swat the next one that tried to lunge at her. Max cringed when a third one smashed into the ceiling from a vicious uppercut, and then gagged when hit by the smell of dozens of rancid bodies crowding them into a corner, cutting off any escape.

[Assist me.]

Reluctantly, she tore her eyes away from the grisly spectacle and hoped that none would make it past the golem’s deadly reach. Daring was hunched over with Speckle’s tail between her teeth, dragging him to safety whilst giving Max a somewhat disappointed scowl.

She mouthed a quick “Sorry!” to them before darting over to Ydrax’il, who gave her the tiniest of nods before turning his attention back to the rocks that barred their way.

Hope they aren’t heavy as they look…

Ignoring the sound of more bones shattering under the golem’s fists and Daring’s occasional war cries as she swung and thrust the spear into the horde, Max gritted her teeth and coordinated their magic and telekinesis at shifting the boulders and slabs. She gradually poured more magic and willpower into it until her aching horn felt ready to snap, but aside from one heart-stopping moment when the tremendous pressure exploded a jutting corner on a slab and peppered them with stone chips, they absolutely refused to budge.

“Stop. This requires a different tool,” said Ydrax’il as his yellow-green aura faded out. He then turned to the golem and called out, “Sentinel! Queue task: excavation. Minimum dimensions necessary for us to pass through, yourself excluded. Minimum safety parameters. Begin executing task in twenty seconds.”

“Acknowledged. Commencing countdown.”

Max blinked, then looked to the pale horde. “But then who’s going to—”

Ydrax’il stalked past her and ignited his horn. Green flames blazed beneath his hooves and rose until they had engulfed his entire body. Max backpedalled from his expanding bulk as he reared up and stood on his hind legs, balancing with a massive tail that had bony spikes protruding from the clubbed tip. He looked like a four-metre-tall pangolin with thick, jagged scales covering his hide from muzzle to tail, with the addition of muscular, elongated arms and claws the size of scythes blades. Only the original horn remained, to continue providing them with light.

The pangolin-reaper-thing then gave her a sidelong glance with beady eyes sunken beneath the bony plating on its brows. [We are, of course.]

Her eyes bulged. Then, she raised a foreleg and transformed it into a gnathopod, just like Pharynx’s when he turned into a six-legged monstrosity.

Here goes…

Drawing upon somewhat humiliating memories of Pharynx tossing her around as a nymph, she closed her eyes, visualised herself towering over her companions, and let loose with her magic. She felt her bones and muscles swelling, twisting and stretching into unnatural positions as her internal organs rearranged—

No!

With a gasp, Max aborted her transformation and shrank back to her normal self. Shifting a limb was one thing, but the process of a full makeover gave her unnerving flashbacks of gene therapy. For a moment, she considered simply fighting on with magic and telekinesis, but her thumping headache reminded her of Ydrax’il’s warning on mental exhaustion.

[What is the matter?]

She ignored him.

Baby steps. Nothing wrong with that! Just enough to make yourself not useless.

After taking a deep breath, Max transformed her wings into a pair of gnathopods with extra-long segments for better reach. They had the same basic skeletal structure as a batpony’s wing, but with more wiry muscles that bulged beneath the flexible chitin. And instead of having the ‘wing fingers’ folded backwards, hers had curved, maulwurf-grade serrated claws that reached forward like a praying mantis’.

One experimental swipe convinced her to grow a quarter again her size to compensate for the additional weight, and upon trying again, she felt a grin coming on.

I could get used to this…

Daring shouted when a particularly nimble horror slipped past her guard, and it was just in the middle of spinning around to clamp its jaws around her hind leg when Max skewered it with her gnathopod. It shrieked and flailed until Max swung her new appendage hard enough to send it flying back into the shadows.

Max stared as putrid, yellow ooze dripped from her claw tip.

I could totally get used to this.

“Commencing excavation,” the golem rumbled as it ceased fighting, turned around and lumbered past Max.

It paused just long enough to drag a weakly protesting Speckle off to the side, shifted its limbs into a more compact configuration and then began pummelling the wall with its massive fists. Each impact shook the passage and rang in her ears until she could almost feel her brain rattling inside her skull. Clouds of dust burst from the cracks that formed, and—

A shriek tore Max’s attention away just in time for her to repulse the leaping horror with magic before it could chew her face off.

“Eyes on the field, Max!” cried Daring.

“Sorry!”

Together, they formed a crude line, jabbing, swiping and bucking with whatever they had to repel the horde. Ydrax’il took point and fearlessly waded in, dismembering horror after horror with his claws and bashing or stomping on anything that got closer. Despite looking like he’d fit right into an Ogres and Oubliettes bestiary, he didn’t roar or snarl; he simply slew everything with the same quiet efficiency as the golem.

Max and Daring flanked him on either side and made sure nothing got past him, careful to avoid getting brained by his tail whenever he swung it around. They darted in and out from the safety of his reach, jabbing and slashing with their weapons. Every now and then, one of the creatures would get onto Ydrax’il’s back and hack away at his scales with tooth and claw – with very limited effect – and Max would have to yank it off with magic or sever limbs until it let go.

All the while, stone trembled and cracked under the golem’s relentless fists.

Many of the horrors refused to die, though. Despite mutilation that should’ve been fatal on any other creature, their bodies still crawled and writhed around, waiting in the wings for their healthier brethren to wear them down with sheer numbers. And the air soured with every drop of foul ichor they spilled, until even Max’s stomach churned and every breath felt just a little bit heavier than the last.

Luckily, the floor sloped away from them, otherwise they’d have to deal with ichor pooling up at their hooves rather than merely coating the stonework with a slippery sheen.

Speckle lay unmoving on the floor.

Daring retched and staggered backwards, barely avoiding a clawed swipe that would’ve taken her eyes out. Instead, the horror’s claws rent three parallel grooves in her helmet’s cheek guard and knocked it askew.

Max swore and blasted it with magic before it could take advantage of the opening.

“Hey, thanks,” Daring began hoarsely, and then her eyes widened. “Watch out!”

Too many bodies. Too little space. Max hadn’t noticed one cat-sized mutilated horror wriggling closer and closer until it lunged the last few inches and sank its teeth into her foreleg, just above the hoof.

She hissed and flailed like a rabid animal, but it refused to release her. Meanwhile, searing, bone-deep agony lanced through her leg, and her hiss turned into a shriek. Instinctively, she transformed her gnathopods back into wings and shrank to her normal size, but that only made the creature clamp down harder on her leg.

“Axil, cover us!” cried Daring as she ducked under his lashing tail and dashed over to Max.

Max fought her instincts to a standstill and kept her leg steady whilst Daring trampled the misshapen horror underhoof until it stopped moving. Daring then wedged the spear blade into its mouth, and together with Max’s telekinesis, they prized its filthy jaws apart, revealing multiple puncture wounds in her chitin that oozed a bluish-yellow mixture of her blood and…

“Hayseed, is that thing venomous?” Daring murmured.

“Should I try sucking it out, or—”

Daring shook her head. “Doesn’t actually work. You’ll just poison yourself.”

Max clenched her teeth to keep from whimpering. She could still feel it burning underneath her chitin, and it was spreading up her leg.

“Task complete,” the golem announced.

As one, they turned and saw a dark fissure in the rubble just wide enough for a pony to squeeze through, partially obscured by a dense cloud of dust. It did not look very stable, as pebbles continued to rain from the overhanging boulders and slabs, punctuated by intermittent groans and rumbles as the golem trudged back to them.

Daring shared a look with Max before she grabbed her spear with a wing and hauled her up onto all fours. “First things first. Come on!”

Dust stung her eyes, blurring her vision as they stumbled past the golem to the fissure. Despite feeling as if she had termites devouring the inside of her leg, she still maintained her horn light for Daring to see by.

After tossing her spear into the opening, Daring ushered her through with little ceremony, ignoring her pained yelps whenever her injured leg so much as brushed against rock in the confined space. The pounding in her head matched the beat of Ydrax’il and the golem brawling with the horde.

Upon reaching the other side, Max barely had time to take in her surroundings – exactly as she remembered, except with even more debris – before Daring began pushing a delirious Speckle through the fissure. He fell flat on his belly halfway through, and Max had to drag him the rest of the way with magic.

Daring came next, heaving a sigh of relief once she got a taste of the relatively fresh air.

Lastly, she saw a flash of green light from the other side, and Ydrax’il came scurrying through the fissure in changeling form.

“Sentinel, hold the line,” he called out whilst using telekinesis to plug up the fissure anew with debris and rubble. “Prevent all hostiles from following us by any means necessary.”

“Acknowledged.”

A quiet air of finality settled over them as he rammed the last boulder into place and heaped a mound of dirt to cover up the cracks. Dull booms still reverberated through the rocks – a testament to the golem’s last stand. Max almost felt sorry that they had to leave it behind.

For a while, nobody spoke. They simply stood still, waiting for their laboured breathing to settle down. The same didn’t happen for Max, though. Her chest had tightened up, only allowing her to take rapid, shallow breaths that practically scraped against the dry insides of her throat.

The world tilted sideways, but stopped just before the floor could strike her head.

“Oh, damnation,” Daring cried, almost right into her ears. “Axil, help! She’s been bitten!”

Her heart raced, thumping away like an overwound clock whose gears were just about ready to explode from the tension. Her eyelids felt like bricks.

Daring’s forelegs felt like ice against the back of her neck. Max was warm. Too warm. Hot, even.

Heh, I’m hot, too.

Two indistinct shapes, one black and one pale brown hovered over her.

She blinked once, then twice.

At least the pain had stopped…

“Oh grub. I… I can’t feel my legs,” she croaked.

And then she surrendered herself to the darkness.

Author's Note

This chapter was originally supposed to include another major plot point, but then it got too long for me to justify putting them together.

Besides, it probably has plenty to chew on already, and I figured you've all waited long enough for this to come out. :twilightsheepish:

Only downside is that you have to ~~suffer~~ wait through another ~~cliffhanger~~ break. :pinkiecrazy:

Chapter 9

Max floated in a world of black and teal.

Columns of dark, twisted flesh stretched from the abyss below to the endless void overhead, resembling the roots of a tree larger than any mountain she had ever known. So many of them intersected and intertwined around her that she couldn’t discern the pattern they made, though she had a niggling impression in the back of her mind that they were of vital importance.

Then, she saw them.

Milky-yellow globules clung to the twisting columns in random clusters, and wherever they touched, the black material fizzled and bubbled like dough on a frying pan. Shreds and motes of ash then broke away from those patches, drifting off like ink in a stream. The yellowish globules slid and squirmed along the columns, breaking off more and more matter as they went. Like slugs devouring a shrub.

Stop.

The globules slowed, but they did not cease. More of the columns disintegrated. One even snapped clean off and floated away, trailing a black cloud of dead matter.

Dead.

In a moment of inspiration, Max stopped relying on her eyes and instead reached out with her mind. She zoomed out, farther and farther, until the intricacies resolved into something that made sense to her frayed mind. Tissues – muscle, bone, skin, nerves. All hers. Except for the fluid that ate away at them, molecule by molecule.

And then realised that she had millions of those globules inside of her.

They’re killing me…

Max screamed within the confines of her mind.

Stop!

Once again they slowed, but did not stop entirely. She could still feel herself falling apart on a microscopic level, gradually melting from the inside out until she was nothing more than a bag of chitin filled with nutritious goo to be slurped up by the first abomination that found her.

No-no-no!

She tried to swim away and out of the tangled labyrinth of columns, but she only succeeded in flailing around like a dazed insect. Meanwhile, the black carnage continued.

[Cease your hysterics. You will not die.]

[The heck are you talking about? I’m literally melting inside out!]

A wave of pressure clamped down on her inner self, and she stopped flailing when it locked her in place.

[Someday, something will kill you. But it will not be today, and it will not be this toxin. Still your mind and conserve your strength. You will have need of it when you reawaken.]

The pressure eased up, but Max found the presence of mind to retain her composure, despite nearly every fibre of her being screaming at her to do something, anything, to prevent her gruesome demise by internal liquefaction.

She pulled her focus away from the morbidly fascinating process of necrotic toxin molecules working hard at breaking down her insides. She last saw the sickly-yellow globes floating away from the black columns before completely refocusing her mind on her physical surroundings in the waking world – to limited success. She only sensed solid ground directly beneath her body, and maybe a couple of what felt like warm bodies in close proximity.

They’re out there. Above. Get up and get out.

After taking a moment to gather herself, Max willed herself to seek them out, and she felt herself rising up to meet them. She felt like drowning in honey, and her agonisingly slow ascent did nothing to help with the panic welling up in her chest. Inch by inch she floundered closer to the surface, until she could practically hear them through the membranous veil that separated her from the waking world.

She then realised that she hadn’t taken a breath since regaining awareness, and she frantically clawed at the veil, opening her mouth wide to draw air that didn’t exist.

Let me out! I want out! I need—

The voices came again, more clearly and distinctly.

“—going to be okay?”

“Yes.”

With a start, Max gasped and yanked her eyelids up, then hissed when blazing, yellow light harpooned her right in the eyeballs. Scrunching her eyes shut, she curled up tightly, only to yelp when doing so put pressure on her tenderly smarting foreleg.

“Whoops. Sorry!”

Upon seeing Daring’s apologetic grin framed by her helmet, Max gave her a reconciliatory grumble and uncurled herself. Blinking the gunk out of her eyes, she saw Daring – still garbed in her armour – and Ydrax’il sitting on their haunches before her, with the battered oil lamp placed on the floor between them. Through a crack in its casing, Max saw the tiny tongue of flame wavering on the short wick, barely illuminating the stony walls on either side of them and the arched ceiling above.

A little farther off behind them, she spotted Speckle lying on his side, with thin trail of drool that ran from the corner of his mouth onto his helmet’s cheekguard and then into a small puddle on the floor. Sleeping with that on couldn’t have been very comfortable, but he’d somehow managed it.

After taking a quick squint of their surroundings, she turned to her companions and grimaced. “We’re still underground?”

“Yeah, well, we weren’t exactly in the best position to make it all the way out while you were snoozing.” Daring snorted and gestured at the two puncture holes in Max’s foreleg. “You weren’t looking too good back there, so we carried you a ways before Axil here decided it was safe to stop and clean out your wounds. Once he’d worked his magic, we carried you a little farther before we all had to crash and take a break.”

Max winced when she poked at her injured foreleg, then fought to keep a stoic face as she stretched her limbs, feeling each and every bruise, cut and sprain with tortuous acuity. She slumped onto the floor with a sigh and rasped, “Nngh… How long was I out for?”

Despite her raw injuries, she felt as if she’d been sleeping for several months; her eyes felt heavy and gummy, and her brain swam in thick sludge.

“Two hours.” Daring reached into a somewhat tattered saddlebag and fished out a canteen, which she hoofed over to her. “Drink up. There’s not much left, but you sound like you need it.”

“Where did—”

Daring waved the canteen impatiently. “Galleon and gang dropped some stuff on their way out. Stop talking and drink.”

Max licked her fangs and realised that her tongue felt like sandpaper, and when she tried to swallow, something caught in her throat. Wincing, she grabbed the canteen and savoured the cool trickle of water as it diluted her gummy saliva and soothed her parched insides. It ran out all too soon, though, and she passed it back to Daring with a grateful nod.

“Thanks.”

“You are welcome,” Ydrax’il piped up.

Despite the gold colour of his irises, his eyes had an icy quality that made Max a little uncomfortable as he scrutinised her from horn to hoof. When they locked gazes, he gestured at her bitten leg and continued, “Does it burn or itch?”

“Both.”

“You will live. I have extracted most of the venom, so you should be able to metabolise the rest without significant harm.”

Her eyes widened as she recalled the dream she’d had. “What I saw when I was under… that wasn’t a dream, was it? You did all that with your mind?”

He nodded. “With enough time, skill and concentration, telekinesis can be fine-tuned to catalyse, stall or reverse chemical reactions, even those within your body. Combined with torpor, that technique allowed me to stave off death from envenomed lacerations for centuries.”

“Can you teach me how?”

“If we had access to a library and a decade of uninterrupted study and practice, perhaps.”

Max rolled her eyes. “Okay, scratch that. I’m not sticking my muzzle into books for that long.”

She then yawned widely and groaned as she tried to rise. Blood rushed away from her head, and her vision swam as she teetered on her hooves before collapsing back onto her haunches with a grunt. Daring then rushed up and steadied her with a hoof to her shoulder before she could topple and kiss the floor.

“Looks like you’re due for a couple more hours of bedrest, Max,” she said with a frown. She yawned, too, and shook her head. “Speckle’s got the right idea.”

Max perked her ears, straining for the slightest chitter or scraping in the distance.

Aside from their breaths, total silence filled the darkness.

“Are we safe here?” she whispered, shuddering at the memory of misshapen limbs, twisted muscle and gaping maws filled with teeth.

“Reasonably so.” Ydrax’il lifted his foreleg and showed her the glowing rune stone embedded in his chitin. “Aside from us, the security sensors show that there are no organics of appreciable size in this sector. Rest. I will keep watch and alert you if we are threatened.”

[Yeah, you do that…]

Max had already curled up on the floor. Drowsiness tugged on her eyelids and weighed her down like bricks wrapped in a thick blanket, calling her back to the abyss. With one final yawn, she surrendered to the lethargy and sank beneath the waves.

* * * * *

Max wandered.

She wandered at a sluggish pace for what felt like hours, aimlessly meandering through a labyrinth of tunnels, chambers, columns and chasms. Every step brought her closer to nowhere. Every turn, every dip and climb represented change without discernible meaning or purpose.

The city was eternal. She was not.

Max was utterly lost.

Wait…

That wasn’t exactly true.

She still had those implanted memories of the city’s layout, and something about those memories gave them an almost tangible solidity in her mind’s eye, to the point where she could visualise herself trotting through specific passages or atriums.

Unicorn wizards had written about magical leylines running through certain places rich in magic, like rivers from a hot spring. If AK Yearling had done proper research and not made anything up about the concept in her books, then it was technically possible for those with a strong affinity for magic to interact with said leylines, either to draw power from them or even to access the astral plane.

Max’s interaction with the memories and the city itself didn’t feel like tracing a leyline, though. It felt more like an echo, if echoes could be both heard and seen with the mind. The Arthraki probably had special words for a lot of things related to telepathy that she needed to learn.

At any rate, much like that time she’d touched the ancient map in the village, she saw a teal, translucent network of city infrastructure superimposed over a darker field of topographical elements.

She wasn’t lost. Not anymore.

Simultaneously, she could feel the presence of other minds, fainter than Ydrax’il’s, touching hers from all over the region. Hundreds. Thousands.

The instant she focused on those presences, she found herself surrounded by an innumerable council of shadowy figures, in a void of indeterminate space and darkness. They whispered in Yogetor, of things just at the edge of her comprehension. Unlike last time, she felt no fear or shame as a changeling in their presence, and neither did they radiate disdain for her. This time, she recognised them as Arthraki in all their varied host bodies, garbed in dark robes. She tasted fascination, and maybe a little anticipation, as if they were waiting for her to do something…

Like what?

Time slipped by without a solution presenting itself. She simply hovered in place, wings buzzing idly, until she felt her mind drawn up and out of the void, away from the Arthraki.

Soon.

That was the parting impression she got before she drifted away entirely.

She lingered in the ghostly projection of the city for some time, exploring anything that struck her fancy. Floating around as a disembodied consciousness didn’t tire her. In fact, it felt almost like lazing on a couch whilst watching a play; she could vaguely feel her body curled up on the floor somewhere, asleep. It was just too bad that she couldn’t just turn her mind off as well.

Is ‘sleep’ going to be like this for the rest of my life?

It was probably great for eggheads who wanted to continue thinking about stuff even on their downtime, but Max liked not having to deal with anything when she hit the hay. That was the whole point of sleep!

At any rate, something drove her to continue exploring. She didn’t know what exactly to look for, but something at the back of her mind reassured her that she’d know when the time came.

She recognised a few sections like the grand vestibule and the long passage to the river gate, but she spent most of her time seeking out new places. Time wore on, and her speed increased as a vague urgency filled her and spurred her onward. After a while, it turned into a pang in her heart that she recognised all too well…

I want a snack.

Artefacts, machinery, columns and offshoot passages whooshed past her as she tore through the city in search of prey. Her insides felt acidic and hollow, eroding with each passing second.

She needed sustenance, and she wanted it now.

Then, she found it.

A lone creature of flesh and blood in a labyrinth of stone.

Its warm breath quickened her pulse.

It thought. It dreamt. It loved.

Good enough for her.

It had a vaguely familiar scent that niggled at the back of her mind, but the void in her practically howled and dug its claws into her belly; it would abide no distractions.

Feast.

She’d descended upon it like a plague and opened her maw to suck it dry, when it suddenly rolled onto its back and slapped her in the cheek. Reeling from the blow, she shook her head and refocused on the vulnerable fleshling, baring her fangs to—

“Max!” it shouted.

Max fell and landed on all fours with a thump that made her heart skip a beat.

She blinked and found herself almost muzzle to muzzle with Daring Do, who scowled at her with furrowed eyebrows as she lay on the ground, trapped in a rather compromising position between Max’s legs.

“The hay is going on?”

“I’d ask you the same thing,” Daring retorted, raising an eyebrow. “Wanna explain? Fair warning – there’s no chance in Tartarus I’d believe that you were just trying to give me a kiss.”

“I, uh…”

Max glanced around and saw the dim confines of the passage, illuminated solely by the feeble lamp. Speckle was curled up with his back to the wall, still snoring softly, whilst Ydrax’il sat on his haunches with his head bowed and eyes shut in a meditative pose. Neither paid them any attention.

Turning back to Daring, Max gave her a sheepish grin and gingerly lifted herself off her. “Eh heh… I guess I was sleepwalking?”

“Sleep-eating too, from the looks of it,” Daring murmured as she righted herself and shook her head. She then cast a sideways glance at Ydrax’il and whispered, “You sure he didn’t crank up your love-sucking habits or something back in the lab?”

“I… I can’t say for sure that he didn’t.”

Daring’s eyes narrowed. “This isn’t going to become a problem, is it?”

Max gulped and held her forelegs up. “Whoa, whoa, I’m not going to go on a feeding rampage, okay? I just had a bad dream, like I was starving and all alone in the world. Trust me, I swear I’ve got this completely under control!”

“I really want to. I do. But after all that’s been happening…” Daring sighed and rubbed her eyes. “Sorry. You just got me at a bad time. Believe it or not, pointy fangs right in my face are not something I want to wake up to.”

“Sorry.”

“It’s okay. Sleep loss is getting to me.” An enormous yawn parted Daring’s jaws as she waved aside her apology with a wing. “Can’t wait to crawl into bed and hibernate once this is all over.”

Max peered through the shade of her helmet and gaped when she noticed her bloodshot eyes. “Wait, you haven’t slept at all since we came down here?”

“Somepony’s gotta keep watch.” Daring then cast a sideways glance at Ydrax’il and whispered, “I don’t trust him to keep his hooves to himself if all three of us are napping.”

“A wise policy.”

Max gasped and whipped her head around in search of the voice, then sighed when she realised that it had come from Ydrax’il, still in his meditative pose. His eyes remained closed, and he hadn’t moved an inch.

Frowning, she shot him a glare and said, “Were you awake the whole time?”

“Yes.”

“Eavesdropping too, I’d bet,” Daring growled. “And you didn’t think to do anything when Max was sleep-eating? Not even a simple heads up?”

He slowly opened his eyes and gazed at them coolly. “My intervention would have stolen the opportunity for useful insight.”

“Insight?” Max blinked, then sighed and shook her head. “Is there any reason you can’t even wait until we’ve properly escaped this pit of doom before getting back to treating everything like an experiment?”

“Inefficiency,” he said with the slightest tilt of his head. “In the absence of more productive tasks at hand, observing your behaviour would at least yield potentially useful information for adapting to your world. And had you come close to irreparably harming one another, I would have intervened.”

Daring’s frown deepened. “And what exactly have you learned from this?”

“That I, too, will soon have to manage my newly acquired drive to feed on the emotions of sapient species. And unlike Maxilla, I do not have the benefit of a pre-existing friend for reliable sustenance.”

“Does everything have to be so clinical with you?” Daring scowled at him for a couple of seconds, then facehoofed when he showed no sign of remorse. “Okay, fine. Friendship lesson one: friends don’t let friends do nasty things to each other, got it? Also, maybe save the social experiments for after we get out of danger? They say that trust is a commodity, and you’re spending your very limited supply a little quickly, if you get my drift.”

He gave them the barest of nods. “Acknowledged, Daring Do.”

Daring waited expectantly, but after a couple of seconds with him impassively gazing back at her, she groused under her breath and turned her attention to Speckle’s sleeping form instead. “Good a time as any to get moving. Think we should wake him?”

“No need.”

Speckle stirred and mumbled softly as a yellow-green aura lifted him bodily into the air, but his breaths remained calm and steady even when Ydrax’il draped him over his back so that he looked like an oversized foal riding his parent, with legs dangling freely on both sides. Then, after taking several balance-testing steps in a small circle, Ydrax’il turned his back to them and began walking up the gentle incline of the passage.

Daring’s wrinkled muzzle suggested that she had more to say to Ydrax’il, but in the end, she simply shared a look with Max and sighed as she scooped up the lamp and latched it onto her saddlebag.

Their shadows danced in the light of the swaying lamp as they trotted after him.

With a few minutes’ worth of exercise, Max realised that her condition had vastly improved after her second nap. Rather than feeling like she had been thoroughly massaged with knives and sledgehammers, she merely felt like she’d run a marathon the day before. A few throbbing aches here, some pulled muscle there, and some smarting lacerations, but nothing really debilitating overall.

The clip-clop of their hooves filled the silence as they ascended the passage.

Daring looked like she was having second thoughts about letting Ydrax’il carry Speckle, and from the way her eyes furtively lingered on him and Ydrax’il every now and then, Max guessed that she was torn between feeling too tired to carry him herself, not wanting to ask Max to do it, and loathing the idea of sticking around any longer than absolutely necessary. Her posture looked rather stiff, too, and if not for the enchanted helmet, Max was sure that she would’ve tasted very strongly of guilt.

Max bit her lip when she recalled a particular scene in one of her books, the one in which Daring had been forced to give in to Cabelleron’s demands when he threatened to have her captured guide thrown into a spiked pit.

Speckle’s the hostage, and I’m the sidekick who’s made a pact with the draconequus…

A bit on the dramatic side, maybe, but with all that had happened recently, she couldn’t imagine Daring Do having a whole lot of leeway for taking risks. Especially not if she was feeling responsible for one or two of them.

Gingerly, she trotted up alongside Daring and whispered, “Quit feeling bad about keeping your guard up. It’s fine; you’d be stupid not to be a little suspicious of me right now.”

Daring faltered for the briefest of moments in her trot before she blinked and gave Max an appraising look. “Just a little?”

Max winced. “Okay, very.”

Daring trotted on with her eyes averted. But after a moment, she chuckled as her shoulders slumped a bit. “That bad, huh? Didn’t think I’d be this easy to read.”

Max patted herself on the chest. “Biggest fan, remember? I’m all about reading you since book one.”

“You know, this sounds exactly like something you’d say to reverse-psych me into letting my guard down.” Daring arched an eyebrow and leaned away from her just a tad, with the ghost of a grin on her muzzle. “And the worst part is that it’s actually working, you devious bug.”

“Oh.” Her ears flattened. “I guess I should just shut up, then?”

Daring snorted and waved a wing dismissively. “Nah, I’m not turning down small talk. Dead silence is business as usual for me, but something about this place has a way of getting into my head. If I didn’t know better, I’d take a stab at saying that it’s actually haunted.”

A chill caressed Max’s spine as she remembered the echoes of the dead in her mind. “Yeah, right…”

“Max, is there something you want to say?”

She bit her lip.

Daring’s eyes widened just a bit. “Don’t tell me; all that psychic mumbo jumbo about communicating with the dead is actually real?”

Max shook her head. “Uh, not exactly. They’re more like… imprints of dead people that I can detect, like writing on the walls. I’m pretty sure they’re not actually souls.”

“Ookay… that’s definitely going into the book. Are they dangerous?”

“I don’t think so. They’re just… distracting.”

Daring sucked in her lips and hummed. “I see. Holler if they become a problem, okay?”

“Yeah.”

They lapsed into silence as they traversed the subterranean road.

Though she no longer heard their whispers, Max could still feel a tenuous thread linking her consciousness to the innumerable echoes of long-dead Arthraki in the city. Thankfully, her psionic upgrades allowed her to shunt them aside in a way, so that they felt more like somepony locked in her basement that she could visit whenever she pleased as opposed to being stuck in a crowded room with no escape.

The same applied to the memories that had been etched into her mind. On a whim, Max found that she could recall information pertaining to her specific location, like the exact length, depth and load-bearing capacity of the passage they were in. ‘Auxiliary supply shaft’ was their current location, which led to ‘Gate Ɣ’ and some term she was best able to interpret as ‘harvest grounds’. She could even visualise the ghostly projection of the city’s layout over her normal vision, and without giving herself a migraine, too.

Whether these were entirely contained within her brain or some weird interaction with her surroundings, she couldn’t say for sure.

But I know someone who does…

Turning her gaze to Ydrax’il, she pinged him with the mental equivalent of a poke on the shoulder.

[Hey.]

[Your initial assumption about psionic imprints is correct. Provided you have the appropriate combination of genes, psionic affinity and decryption tools, you will be able to access information directly from the artificial neural network that extends throughout this region. And these apparitions you sense are the result of personalised patterns being etched into the network through extensive use, without regular maintenance to purge the system of imprint accumulation.]

[Wait, how did—] Max felt her eyes glazing over as she parsed his mini-lecture, then narrowed her eyes and glared at his back. [Hayseed, you were still eavesdropping on us the whole time, weren’t you?]

[Yes.]

She sent a more forceful ping that would hopefully sting his brain a little. [Privacy means absolute squat all to you, huh?]

If it hurt at all, he gave no indication of it as he smoothly replied, [On the contrary, psionic adepts have a greater appreciation for privacy than most individuals. In your case, more pressing matters simply compel me to eschew such privileges.]

Max would’ve loved to chuck a rock at his head, but that seemed like the sort of thing that would only encourage him to go deeper into armchair shrink territory, and she had no intention of giving him justification of any sort.

Still, against her better judgment, she couldn’t help prying. [You’ve seen my memories. You clearly don’t need observations to know our feeding habits and the problems that come with it. So why did you lie?]

[It is not your behaviour that I wish to observe. It is your idol’s.]

[Idol? What are you—] Max frowned. [She’s not my idol.]

The next ping came laced with amusement. [Indeed. She is merely a pony that you worship and emulate at every opportunity.]

[I… shut up.] She stared at his back and shook her head. [Whatever… And anyway, didn’t we already have this discussion? I told you, we’ve got each other’s back. It better than—]

[It is an admirably effective concept. The meteoric rise of equines to their place as one of the dominant species on the planet is evidence of that. However, your relationship has yet to be tested. In all likelihood, she does not fathom what you and I are fully capable of. That time may come soon, however.]

[But—]

Ydrax’il turned his head and gazed at her from the corner of an eye. [And this is before factoring in your former queen and hive. As a changeling with superior and heritable traits, you represent an existential threat to their survival as a species – or Chrysalis’ power, if nothing else. When they learn of you and your children, expect attempts to be made on your life, and civil war as well, should any decide that you represent a future with greater prospects than their own. The present schism in your hive is evidence that such an event is possible.]

Max trotted in silence for a minute or two, staring at the floor.

She saw herself duelling Chrysalis in the middle of a barren wasteland, surrounded by ponies and changelings who watched with trembling awe. They scorched and shattered the ground beneath them, locked in an epic struggle of fiery magic and thrashing limbs.

Bring it on, Mommy. This grub’s outgrown the hatchery, and there’s nothing you can do about it.

And I will win.

One on one, at any rate.

But against her entire species? Even if she could take them all on, the thought of going against each and every last one of her siblings somehow stung deep in her chest. She didn’t despise them, not really. Even if half of them were stupid jerks.

And as for the ones that had gotten close with the ponies, she couldn’t see them reacting very well to her acquisition of very ‘traditional’ abilities that were more or less perfect for anypony with a penchant for enslaving others.

Stupid grubs will probably try sweet-talking me out of it, too, if they didn’t jump straight to blasting me with Friendship magic right away…

Max grimaced and shook her head.

Problems for another day.

Raising her eyes back to head level, she saw that he’d turned his attention back to the passage before him. Frowning, she said, [What about you? It’s not like I’m the only one with super shapeshifting and psychic powers. Are you going to ask me to join you in conquering Equestria or something?]

[Given a few decades and a more favourable socio-political climate, that might become a feasible goal. For now, I will be content with survival and opportunities for covert research.]

[Decades? You think—] She paused for a moment, blinking. [Wait… did you modify my lifespan as well? How long is it going to be?]

[Suboptimal lab conditions preclude me from giving a precise estimate, but you can expect a range similar to that of your queen. Centuries, at the least. You will have no shortage of opportunities for scheming, should you care to raise your aspirations that high.]

Max felt her jaw drop.

It made sense for the lifespan to come with the modifications he gave her, but between all the crazy things happening in the past few hours, the thought of outliving the vast majority of things in the world simply hadn’t crossed her mind.

Hayseed, I’m immortal…

Or as close to it as any changeling had a right to be. Simply thinking of all those years ahead of her made her head swim so much that she almost tripped over her own hooves.

[This is crazy.]

[Daring Do has a lifespan amounting to a mayfly’s in comparison to yours.]

Max rolled her eyes. She’d read enough fiction to know where this was going.

[I’m like, barely twelve.]

[You are an adult of breeding age.]

She snorted, then shook her head sheepishly when Daring turned to give her a puzzled look.

[I think I’ll wait till I’ve got at least another zero there before getting all doom-and-gloom about how everyone’s dying around me, thanks.]

[Bear in mind that you are now one of the few beings with the lifespan for influencing civilisations on a planetary scale. Some things should naturally fall beneath your notice.] A brief pause followed before he added, [Or affection.]

[Horse apples, are you my dad now, too? I get it; I’m playing with the big mares now. I’ll get right on that responsibility for my entire species thing when I feel like it. Sheesh.]

[Very well. A suboptimal aspiration, but not unexpected from one of your experience.]

[The hay is that supposed to mean? I ca—actually, you know what?] Max bit back a growl and forced herself to maintain a steady pace. [I don’t have to take this from you. You Arthraki thought certain things were beneath your respect, and those certain things kicked your flanks into extinction. Would be pretty dumb of me to make the same mistake, don’t you think?]

[Hence my interest in observing your relationships.]

She raised an eyebrow. [Then why did you—]

[You were not accounting for important variables and potential outcomes. This has been rectified, to a reasonable extent.]

Max growled softly and tuned him out.

She had to tune out thoughts of the future, too. Not that she didn’t think planning ahead was important or anything, but the notion of being the mother of a new race of changelings made her feel like a mouse being dragged out of its very comfortable burrow and into the open where a million things wanted to eat her. Or cut her open for science.

Probably should’ve just stuck to being a nobody in a basement…

A week ago, she only had to worry about eating, sleeping, hiding and writing. Trouble with the local authorities was always a possibility, but at least she didn’t have to worry too much about anyone going out of their way to annihilate her. And—

Ugh. Enough.

With a shake of her head, Max closed her eyes and occupied her brain with navigating her surroundings through the use of nothing but sound and telekinetic spatial sense. The practice could come in useful someday, if nothing else.

Time wore on, and so did they.

Max eventually figured out that she could tune down the ‘sharpness’ of her spatial sense to suit her needs, and eventually settled on using Ydrax’il’s mental signature as a homing beacon, like a moth drawn to a light. Doing so allowed her to reliably follow in his footsteps whilst avoiding debris and other obstacles that cropped up, all with the benefit of slipping into a dreamy state that allowed her to rest without blanking out entirely.

She drifted on in that state for some time, at least until a meaty thump and Speckle’s yelp whipped her back to full wakefulness. Blinking, she saw him scrambling away from Ydrax’il whilst Daring darted forward and clapped a steadying hoof on his shoulder to keep him from bolting .

“Where are we?” Speckle cried as he whipped his head around in bewilderment, backpedalling until he had his rump pressed to the passage wall. “What was he doing to me?”

Ydrax’il languidly swept a hoof around and said, “We are still underground in the city. Your exhaustion necessitated involuntary transport; I was merely carrying you.”

“But—”

Daring patted him on the shoulder and offered a weary grin. “Don’t worry, he didn’t try any funny business while you were out. And hey, you got to nap whilst the rest of us had to put up with three whole hours of mindless trotting. Not a bad deal, yeah?”

Speckle frowned as he twisted and contorted, patting and scrutinising every inch of his limbs, neck, chest and belly with a brilliant teal corona on his horn. After confirming that he hadn’t lost or grown anything above or under his yellow coat, he heaved a sigh and leaned against the wall whilst casting a wary look at Ydrax’il, who met his eyes with an impassive gaze.

Max fidgeted in the awkward silence. She could almost hear Speckle’s heart pounding, and it didn’t help that the apprehension radiating from him constantly tickled her appetite.

Not that she could blame him, though. Ydrax’il had dislocated his foreleg not too long ago…

Daring’s eyes kept flicking between them.

Eventually, Ydrax’il wordlessly turned away, but before he could finish turning his back, Speckle swallowed dryly and murmured, “Thanks… I guess.”

Ydrax’il looked over his shoulder and inclined his head slightly. “You are welcome.”

And with that, he turned and resumed trotting at a leisurely pace.

Max fired off a sharp ping as she accelerated after him. [What was that for? Are you trying to creep them out on purpose?]

[No.]

[Then what?]

[Fear has not fully compromised his mind. He may yet prove useful in a confrontation with his former companions.]

“We will reach the surface within twenty minutes,” Ydrax’il then said aloud as he consulted the rune stone embedded in his foreleg. “The sensors detected significant seismic activity within the last four hours – likely attempts to sabotage the gate. Other measures may be taken to prevent our escape; combat is probable if any of them await our arrival.”

Speckle skidded to a halt. “More fighting? I… I know Galleon. If he’s trying to stop us from getting out, I don’t think he’ll stop at burying the gate. And Short Fuse likes combining bombs with booby traps…”

“It's lousy, but it’s probably our best way out,” Daring said.

Speckle paled. “Isn’t there any other exit?”

“Several, but they extend much further than this one.” Ydrax’il glanced at his rune stone, then added, “Extensive structural damage, malfunctioning life support and prolonged travel time exponentially increases risk of exhaustion, malnourishment and attacks from organic aberrations. This gate presents more predictable and manageable threats.”

Max glanced at Daring, who then nodded curtly. “I’d take on Galleon’s lackeys over a cave-in or poisonous air any day. This place is a death trap, even for me.”

“If… if you say so.” Speckle gulped. “So what’s the plan?”

“Insufficient data,” said Ydrax’il as he resumed trotting up the passage. “Optimal strategies will become apparent once we see the gate and the opposition we face.”

They found more signs of Galleon’s hasty departure as they went farther up; some collapsed sections of the wall and ceiling allowed water to trickle into the passage, which in turn brought in sediments and limestone staining. Max recognised hoof prints at a gallop on those surfaces, and Daring frequently pointed out recent scratches and scuffs in the stonework that might’ve been caused by glancing impacts from sharp objects passing at speed.

They might’ve picked up a few artefacts along the way, which could pose a threat to Max and Ydrax’il if Galleon had gleaned the purpose of their enchantments.

Max shuddered at the thought.

She’d already gotten a taste of aberrant venom not too long ago; she did not fancy going another round with magical poison from weapons specifically designed to take down Arthraki.

They slowed down as they got closer to the surface, both to conserve their strength for a potential battle and to better keep an eye out for booby traps. And after half an hour of cautious walking, Speckle’s intuition paid off.

“There, you see that?” he whispered as he shone a beam of teal light up the passage.

Max squinted. Sections of the left wall and ceiling had collapsed there, but with the passage being wide enough to accommodate two carts side by side, there was still plenty of room for them to pass without needing to clamber over dirt and debris. Anyone would naturally veer to the right, and that was where she saw the tell-tale reflection of Speckle’s light on an almost invisible thread running six inches over the floor, horizontally. Had they been using only the lamp for illumination, they probably would’ve triggered it.

“Crossbows,” said Daring as she peered over the thread and around the pile of debris. “Not a bad set-up. Couldn’t have done it better myself.”

So saying, she pressed down on the tripwire, and a trio of bolts whizzed out of the shadows with explosive force. Their steel heads produced sparks when they struck the opposite wall before clattering to the floor.

From then on, they ascended with extra caution. Speckle kept a steady beam of light going, whilst Max and Ydrax’il kept ‘watch’ with their mentally enhanced spatial awareness. Daring had to make do with her regular eyes, but her familiarity with trip mechanisms allowed her to predict the locations of a couple of them with uncanny accuracy.

They found and disarmed two more bolt traps, evaded a couple that were rigged to collapse haphazard piles of rocks, and a particularly harrowing section where Short Fuse must’ve worked with the others to hide clusters of dynamite in every nook and cranny in the floor, walls and ceiling along a thirty-pace stretch of tunnel with crisscrossing tripwires every three steps or so. Daring had mumbled something about ridiculous overkill whilst Max and Ydrax’il ferried her and Speckle across the deadly stretch.

They knew better than to try picking apart anything in there.

Another hundred paces up, they found stacks of half-empty crates filled with assorted explosives lined up along the wall. Pickaxes, mallets, shattered lamps and coils of wire and rope lay strewn about the place, close to sections of fractured wall that bore evidence of their use. The air stank of sweat, and a haphazard mess of hoofprints and scuffles on the dirty floor gave the impression of dozens of industrious ponies crammed in the passage, their work suddenly interrupted by a mad scramble for the surface.

The gate was sealed shut. A lone shovel head lay broken on their side, perhaps as somepony’s ditch attempt to jam the door before it snapped the shaft and crushed it.

They gave the discarded explosives a wide berth as they crept up to the stone door.

“Looks like they were setting up to bury us properly when the door started closing on them,” Daring mused as she swept her gaze from the discarded tools to the door. She then glanced at the rune stone on Ydrax’il’s foreleg and added, “I’m guessing Galleon’s key ran out of power. Would explain why they didn’t just reopen it.”

Frowning, Max trotted up to the door, and froze when she got within ten paces of it.

Tense minds echoed through the stone barrier. Watching. Working. Waiting.

“Speaking of whom… they’re still out there, and they’ve been busy,” Max said as she turned back to the others. “Looks like we’re going to have a fight on our hooves, unless you guys want to wait and hope they get bored enough to leave.”

Speckle’s ears flattened. “He won’t. You ruined his plans.”

“Yeah, I know his type,” Daring said with a stiff nod. “Whatever happens, we’re finishing this today.”

Ydrax’il regarded her coolly. “You have a plan.”

“Yeah.”

“Does it involve fighting?” Speckle cast a worried glance at the door and what awaited outside, curling his still slightly swollen fetlock close to his chest. “I’m not cut out for roughhousing of any sort. I—”

“Relax. If we pull this off, everypony gets to walk away with their flanks in one piece.”

Daring then turned to Ydrax’il and flicked her gaze down to the rune stone on his foreleg, her mouth twisting into a grin. “But first, I’m gonna need to borrow that, and… what’s the smallest thing you guys can turn into?”

Author's Note

This chapter got way too big for a single post, so I decided to split it up.

Bad news is that you gotta wait for the second half. :facehoof:

Good news is that the second half is like, 90% complete, so it shouldn't take much longer. :twilightsheepish:

The culprits responsible for murdering my free time: Westworld, The Expanse, Vermintide 2 and Battletech :pinkiecrazy:

Chapter 10

Max watched whilst Speckle appraised the circular stone on his upturned hoof. Freshly charged through contact with Ydrax’il, its rune glowed with an eerie, green light in the darkness of the passage, and Max tensed up as he pressed it into the door’s receptacle.

The sound of grinding stone reached her hidden ears as the heavy door slid upwards at a snail’s pace, allowing natural light to pour into the tunnel.

That can’t be right…

She distinctly remembered the entrance being sheltered inside a pavilion, unless they’d dismantled it and replaced it with something else. In all likelihood, it would be something specifically designed to impede their exit – probably to lethal effect.

Max considered voicing her concern, but decided to trust Daring’s assessment of their situation. If there was anypony capable of telling the difference between a necessary risk and an imminent mulching, it would be the mare who’d survived at least thirty assassination attempts throughout her adventurous career.

It still didn’t completely assuage her nerves, though.

Turning herself into a duplicate of Daring Do’s scavenged armour had taken the better part of an hour, plus another twenty minutes to turn into a hollow, convincing one with flexible straps and non-fused plates that didn’t weigh an entire changeling. She hadn’t done quite as well as Ydrax’il at mimicking the appearance and protective qualities of metal, but at least she could pass for a cheaper, rustier set that had seen better days, with the approximate durability of a tortoise’s shell. The magic runes proved a little too intricate for her, but since nopony amongst Galleon’s sortie had studied them, her crude imitations should suffice.

Daring Do wore Ydrax’il whilst Max got to accommodate Speckle’s skinnier frame. The original set lay discarded with the rest of the equipment in the passage. They could come back for it later.

Speckle’s helmet prevented her from tasting his emotions, but between the pounding of his heart and every nervous breath that swelled his chest and her with it, she knew that he didn’t put much stock in their odds of getting away without a hitch.

Daring checked Ydrax’il’s fit around her barrel one more time, then squared her shoulders with a grim smile and said, “All right, everyone, remember: we take things nice and slow, put on a little play for Galleon if necessary, and the moment we have a clear shot at the sky, we take off like there’s a dragon on our tails. With a bit of luck, we’ll make a clean getaway without anypony getting hurt.”

“Hear, hear,” Speckle murmured.

Daring gave him an encouraging slap on the shoulder. “Whenever you’re ready.”

After a deep breath, Speckle gulped and gingerly trotted into the shaft of sunlight.

As he did so, Max shut her eyes and concealed them behind a thin layer of imitation metal on the breastplate, relying instead on her psionic senses. She lost the ability to see colour, but omnidirectional awareness more than made up for that, and at least she still had ear holes.

Her brain – wherever it was – throbbed a bit as she stretched her mind out to scan a wider area. Immediately beyond the confines of the passage, she saw that Galleon’s followers had erected a crude, domelike cage around the gate structure, large enough to house four or five bears. The bars consisted of thick sapling trunks held together with metal clamps and rivets, with gaps too narrow for them to squeeze past, but plenty wide enough for the defenders to shoot through. It had doors of similar construction, secured with thick metal bolts and what felt like enchanted padlocks; the first door opened into a smaller dome with just enough space to accommodate a pony, with the second one at the end of that opening into the camp proper.

[Think we can break that with our minds?] she asked Ydrax’il.

[With significant strain, yes. An unjustifiable cost at this juncture.]

Immediately beyond the cage, she sensed rows of spiked barricades and raised platforms arranged in a broad semicircle, interspersed with weapon racks. It reminded her of a traditional Pegasopolis coliseum, only made with crude timber and on a much smaller scale.

Beyond that lay the more familiar tents and open-air workshops that she remembered from her previous jaunt through the camp.

Warm bodies milled about the place, minding their business, until a shout went up and drove everypony into frantic action. Apprehension and a sprinkling of anxiety permeated the air as the crowd surged like an army of ants into defensive positions, tickling her appetite. And somewhere beneath all that lurked a presence that sent whispers crawling through her brain, writhing with untapped potential.

Knowledge. Power. Hunger…

But before she could mentally trace the source of that anomaly, she felt Speckle shiver as he stepped into the middle of the cage. Daring stumbled out after him, clutching at her side where a broken crossbow bolt stuck through her ‘armour’. Blood trickled from a superficial cut in her skin, dripping onto the floor and leaving a red streak when she tripped over a loose pavestone and fell flat on her belly.

“Well, shoot,” Daring whispered.

Without access to the open sky, Max and Ydrax’il couldn’t simply sprout wings and carry their wearers to freedom. Plan A was busted unless they could get out of the cage, so Daring had been right to come up with Plan B.

“Somepony help!” Speckle cried hoarsely as he attempted to heave Daring back onto all fours. He then glanced around in bewilderment, presumably at the cage and a hostile welcome party. “Uh, what’s going on?”

Nopony answered. Some took aim with slings and crossbows from behind the barricades, whilst others stood ready with spears.

“Guys, what’re you doing? It’s me!”

“Is it, now?”

Speckle stiffened when he heard Galleon’s magically amplified voice. He then gulped and trotted up to the bars of the cage. “Brother Galleon, I—”

“You survived that cursed place. How?”

“No thanks to you,” Daring rasped. She coughed violently and wheezed before adding, “Seriously, even… even Doc Caballeron treats his goons better… than you.”

If Max still had eyebrows, she would’ve raised one of them.

She’d counted seventy-two ponies in the area. Short Fuse’s fidgety playfulness coloured the crowd’s collective aura, and she was quite sure that she could taste a bit of Furlong lurking nearby as well, but Galleon’s thoughts and emotions completely eluded her heightened senses. Despite plenty in the crowd murmuring and whispering amongst themselves, none of them exhibited the appropriate bodily motions to match Galleon’s speech. She couldn’t detect any of the unicorns casting the voice-amplification spell, either.

“Looks like our pal Galleon snagged himself some magic armour, too,” Daring murmured.

Well, that sucks...

So much for their hope of a quick victory, especially if any of Galleon’s henchmares had picked up some enchanted weapons as well.

[Acceptable contingency. We will proceed,] Ydrax’il chimed in.

“What happened to the changeling?” Galleon demanded.

“She…” Speckle shuddered and let out a shaky breath. “That thing got her – it was horrible! It’s just the two of us now. We barely—”

“Bleeding myself dry here, by the way.” Daring coughed and spat onto the floor. “If you’re not gonna send in a medic, the least you could do is toss me a rag and some booze!”

Max listened to the murmur of the crowd whilst Galleon mulled over his response. Whatever he’d told them about the dangers below, they clearly believed him, though she wondered if he hadn’t tried to keep up his pitch about being granted alicornhood by the Master in some way. Admitting that the whole thing was some grand delusion surely would’ve resulted in everypony leaving rather than staying to contain an ancient threat.

Either that, or he’d convinced them of the incredible value of the magical artefacts that the ancient Equestrians had left behind; his scavenged armour – if it was anywhere near as fancy as the deceased paladin’s below – would certainly tempt the most skittish of explorers to stay…

“Your key. Show it to me,” Galleon eventually said.

She felt Speckle raise his foreleg.

“Throw it out.”

Speckle glanced at Daring, and then Max heard the tinkling of his aura as he levitated it through the bars of the cage. He released it, and Max felt the rune stone disappear into thin air, presumably into Galleon’s magical grip.

“Good.”

“What now?” Speckle shifted uncomfortably. “Brother Galleon, Daring Do got hit by one of the traps. I don’t know how to treat this kind of injury!”

“Wait.”

“For what, my exsanguination?” Daring growled.

“Just wait.”

Silence filled the camp. Speckle shuffled in place.

Then, Max heard stone grinding as the door to the city slid shut. With a final thud, it sealed their only possible retreat to safety.

“There we go.” Galleon’s voice drew a little closer. “Now, Speckle, I want you to repeat that conversation we had during your initiation rite. I’m sure you remember.”

Speckle tilted his head. “What? Why?”

“Don’t play coy with me. Answer, or you’re both target practice!”

Oh, so he thinks Speckle’s just me in disguise? So close, and yet so far…

Had her flank not been on the line as well, Max might’ve chuckled.

“And take off that helmet. I want to see your face,” Galleon added.

Speckle’s hoof faltered halfway, but he eventually tugged it off, and Max felt a rush of headiness when the storm of sweet, savoury and acrid emotions engulfed her. A disorienting concoction of tense nerves, apprehension and excitement that drew her attention to the unusual amount of sweat licking her insides – rather more than the warm afternoon sun would induce in such a short time, even with the humidity. His skin almost shivered to the touch of her interior surfaces, as if he was constantly trying to have as little contact with her as possible.

He hadn’t objected to wearing Max during the planning phase, but then again, he’d been wearing the helmet and she hadn’t been paying all that much attention to his body language at the time.

Between all that and his racing heart, Max had no idea if he was closer to fainting, exploding into passionate action or simply collapsing into a sobbing heap of awkwardness. If she had to describe it to a non-changeling, she’d liken it to a bunny being trapped in a burrow with a fox blocking the exit, except that the bunny also totally had a thing for the fox and there were other bunnies outside watching and judging him.

It was kind of delicious.

Guess this is the closest he’s ever gotten to being inside a female—oh, that’s a great line! Gotta ask if AK Yearling will put that into the book…

Still, it did make her want to suck him dry, and she’d already missed part of Speckle’s answer.

“—and you told me that one day, I will look upon my father’s business empire and realise that it was but an illusion of power. We were meant for more than counting coin.”

“Hmm.” Galleon didn’t sound convinced. “And what did your father say to me when he heard about your initiation?”

“Uh… that’s a trick question, isn’t it?” Speckle scratched the back of his neck. “He doesn’t know, and I’m pretty sure he’s never met you.”

More silence whilst Speckle fidgeted.

Eventually, she heard the padlocks rattle and clink, followed by the rasp of the bolts sliding out of their housings. The first door creaked open, and Speckle reached down to help Daring onto her hooves—

“Stop. Remove her armour, first.”

“Are you for real?” Daring muttered.

Speckle raised a hoof. “But—”

“Or you can both stay. Your choice. And kindly stay put, Miss Do, or you’re both leaving this place in caskets.”

Speckle reached down to unfasten the straps on Daring Do, but the moment his hooves nudged the crossbow bolt that had pierced the plating and ‘embedded’ itself in her midriff, she convulsed and yelled, “Discord’s toenails – aargh! – are you blind? Arrow comes out first, and get me something to staunch it before you do that!”

“I…” Speckle turned to Galleon and gestured helplessly.

“Useless,” Galleon grumbled. “So be it. Get out of there. Now.”

Speckle gave Daring Do an apologetic nod in parting and shuffled forward, ears flattened. Once he’d entered the quarantine section and the first door swung shut, the second one opened, allowing him to trot into the open with scores of weapons trained on him.

Whilst his hooves alternated between crunching dry dirt and clopping on pavestones, that uncanny presence beneath the ground probed at her mind once more, whispering eldritch promises. Max tuned them out to focus on the problem at hoof: with free access to the sky, she could technically make a break for it and fly off with Speckle already. But that would pretty much leave Daring and Ydrax’il stuck in that cage, surrounded by an entire camp of trigger-happy ponies under Galleon’s command…

No, we’re still in the game.

[Stay hidden for now, but be prepared to create a suitable distraction,] said Ydrax’il.

[Got it.]

She scanned the camp, searching for anything she could use to draw everypony’s attention away from the cage. Stashes of explosives came to mind, but the cultists had either kept them properly locked up and out of easy reach, or they’d dumped everything they had in the passage.

Before she could find anything particularly useful, a couple of burly earth ponies flanked Speckle and began herding him over to a storage wagon farther back behind the barricades, where she immediately sensed a familiar mind in the form of a hulking pegasus.

“Never expected to see you again,” Blizzard rumbled.

Speckle’s breath momentarily hitched in his throat, but he managed a weary shrug. “I… I guess I got lucky.”

“You have no idea.” Blizzard nodded and gestured at Speckle’s chest. “Take that off, and be careful with it. That thing’s probably worth more than ten years' of our wages combined.”

Suddenly, she had a very good idea as to why Galleon had chosen to let Speckle out without too much of a fuss.

Max remained inert whilst Speckle unfastened her straps and buckles with some degree of clumsiness, weighing her options. Speckle had already voiced his reluctance to get into a fight, and Daring had all but given him express permission to stay out of trouble and hide if things got nasty. She didn’t want to risk telepathically asking if she could still count on his assistance; he probably wouldn’t react well to her intrusion, not after what Ydrax’il had done to them earlier.

Just as her last strap popped free of its buckle, she received a sharp ping from Ydrax’il, calling her attention back to the cage.

[Your idol’s attempts at negotiation are failing. Intervention will soon be necessary.]

Out loud, she heard Galleon’s derisive chuckle. “Come now, Daring Do, trying to bargain with me at this point is just insulting. Besides, I do not even know if you aren’t simply that changeling in disguise. What was her name, again? Ah yes, Maxilla.”

After a bout of coughing, Daring sighed and growled, “Fine… You got a quiz for me? Then maybe we can actually get down to business before I pass out!”

“We are not sufficiently acquainted on a personal level for that to be of any use. However…”

A murmur went through the crowd, and just as Speckle finished shrugging Max off and unceremoniously dumped her onto the table, she heard the distinct, tinkling hum of spellcasting, rising in pitch and volume as it gained power. Unfortunately, the array of enchantments on the ancient armour that Galleon wore prevented her from discerning the exact nature of the spell.

Whatever it was, it couldn’t be good for Daring.

But then again, if Max blew her cover too early, things could very well escalate to pose a real danger to all of them. Galleon didn’t seem like the type to open with something lethal, and he apparently preferred to keep their worn gear intact if possible…

“Now, just wait a sec,” Daring cried. “Hey, hey!”

Too late.

Max whipped an eye open just as a crackling flash of blinding, purple light threw everything into sharp contrast. Speckle, Blizzard and the two escorts had turned to watch the commotion, their figures turned into dark silhouettes by the light. She couldn’t see the cage over the throng of ponies and barricades, but any doubt about the gravity of their situation vanished when she heard Daring’s surprised yelp, followed by a garbled, distorted ping from Ydrax’il that felt like the mental equivalent of claws on chalkboard.

Silence followed.

[Ydrax’il! You okay?]

Another mental shriek stung her brain.

A couple of seconds later, the crowd erupted into a chorus of shouts: “What the hay?” “Where’d that thing come from?” “There’s two now!” “Changeling!”

The heck?

When she probed the vicinity of the cage with her mind, she felt two quadrupedal figures sprawled in there. One, presumably, was Ydrax’il, and Daring’s helmet must’ve fallen off since Max could sense her once more. Neither moved much.

Oh. Oh, horse apples!

Galleon knew how to cast the spell that disrupted shapeshifting. And he’d gotten lucky.

“Fire!” he roared. “Kill it, kill it now!”

Crossbows clicked and thumped as they fired their loads, sounding almost like a series of drums as their quarrels whizzed towards the cage. Everypony in their vicinity, including Blizzard and the two escorts pretty much rushed towards the ring of barricades to get a better look, leaving Max and Speckle alone at the storage wagon.

More shouting. Curses. Calls for reloads.

Through it all, Max somehow still managed to hear Daring cry, “All in. All in!”

That was their agreed-upon phrase for going loud. No more subterfuge.

Max instantly reverted into changeling form and hovered just high enough to get a decent view of the cage. Hopefully, with all attention focused on Ydrax’il’s sudden appearance, nopony would think to look at Speckle or the storage wagon. At least, not until they started running short on ammunition.

From her vantage point in the air, she saw a barrage of stones and crossbow quarrels pelting the cage. Some struck the bars and either clattered to the ground or stuck in wood, but more than half made it through, only to bounce off an invisible sphere that surrounded Daring Do and Ydrax’il.

Daring hunched over his curled form, having recovered and donned her helmet, injuries fake and real forgotten as she attempted to drag him deeper into the cage and away from the bars where some of the longer spears might still reach them. Ydrax’il, on the other hoof, grimaced with every inch of dirt he was dragged across, and Max felt only confused, urgent turmoil radiating from him as he fought to maintain his barrier under the barrage of projectiles.

Max dropped back to the ground, eliciting a yelp from Speckle.

“What now? What do we do?” he cried, pupils shrunken to pinpricks.

She didn’t answer immediately.

The instant she made contact with the pavestones, she felt a surge of power underhoof that rode through her nerves, up her limbs and spine, all the way to her horn. A shiver wracked her body, and time seemed to slow as she mentally traced its origin.

The neural network…

Just like that ancient map in the tribal settlement.

But this time, she had the mental acuity and fortitude to properly interface with it.

She blinked, and she found herself once more in the void of shadows. The council of Arthraki surrounded her in the thousands, wearing the bodies of all the species they had conquered, garbed in dark robes that billowed in the non-existent wind.

“The vermin defile,” they murmured in Yogetor.

Max nodded.

A ripple surged through the council, circling from her left to the right. “You are the last.”

Something drew her gaze downward – a glimmering light at the edge of her vision. Glancing down, she realised that the surface on which she stood reflected light like water on a still lake, and she saw herself standing tall and firm in the midst of her ancestors, a changeling unbowed in the darkness, surrounded by thousands of dim stars.

Green flame danced on her horn. Magic. The bane of her ancestors, now integral to the very survival of her entire species.

This is me.

Their eyes glowed with teal light, and the voices dropped to a deep rumble that shook the void. “You will avenge.”

Max shivered as the council dissolved into a hurricane of smoke and wispy lights that tore up the void around her. She basked in the eye of the storm, filling every fibre of her being with understanding. The echoes of a lost civilisation, struck down in the apex of its long, long existence and technological advancement.

Anguish.

Knowledge.

Vengeance.

She floated upwards like a limp body in stagnant water as she probed the maelstrom of data with her consciousness. Too much for any mortal being to assimilate in a lifetime, let alone in the sparse few seconds that had passed for her in the physical world, but she had transcended enough of her former limitations to grasp and retain a fraction of the information that rushed past her, filtering for the most relevant to her needs.

Max took in a deep breath and exhaled as the storm died down.

Vengeance? I can do that.

When she opened her eyes, she found Speckle still staring at her expectantly, as if no time had passed between his panicked question and her sojourn in the neural network.

She locked eyes with him. “I’m not strong enough to take them all by myself. I’m going to need your help.”

“I told you, I can’t fight!” he wailed.

Max shook her head forestalled his upcoming excuse with an impatient wave of her foreleg. “You won’t have to. I just need to feed on you for a bit, and then you can find a safe place to hide while I take care of business.”

He blinked. “What—”

“Remember what happened on the train?” She leaned in, almost close enough for their muzzles to touch. “You want to feel that again?”

“Uhh…”

“Max!” Daring roared over the chaos.

She stole a quick glance around. Nopony seemed to have noticed them yet, so she returned her gaze to Speckle. His pupils had dilated just a bit, and a quick probe into his unprotected mind confirmed that his brain felt exactly what his tongue didn’t want to articulate.

Her hunger dug its claws into her belly at the spicy flavour, red as blood and sweet as honey, but she reined it in and forced her trembling limbs to remain still as she growled, “Make up your mind! If you don’t want to help, you’d better start running for cover right now.”

Speckle gulped, then scrunched his eyes shut and nodded. “Okay, yes, do it!”

She smirked. “Relax. I’ll be careful.”

Before draining him, though, she reached once more into his mind and searched for the optimal image to present herself as. And she nearly stalled when she found it – not Wind Shear, his former crush as she’d expected, but herself in changeling form, except with a few minor tweaks to give her more pony-like hair and round pupils.

Huh.

Max had no time to mull it over, though, so she simply locked lips with him and engulfed him in her magic.

Unlike the last time, her newly-acquired knowledge of mental architecture and psionic techniques made her far more efficient at harvesting his emotions. She could even access the deepest recesses of his mind to directly evoke a pleasurable response, but stopped just short of doing so when she considered the implications. Even though he’d already consented, she didn’t fancy the notion of Daring Do possibly finding out later and then accusing her of mind-controlling him into asking her to devour his soul.

It wasn't as if she could go that far, anyway.

Still, regulating her intake proved a little harder than she remembered.

Her capacity had drastically increased since her gene therapy, and the void within her howled and clamoured for more, more, more of his exquisite passion. It almost physically hurt to keep the flow of energy down at a rate that wouldn’t ruin his side of the experience.

Speckle had turned a deep shade of red. He inhaled deeply and moaned through his nostrils, eyes still shut tight as he wobbled in place with his lips pressed to hers.

Like coal and oil heaped onto glowing embers, love poured into her deepened reserves and brought fiery vigour back into her limbs. She pawed at the ground like a bull.

Speckle, on the other hoof, had turned just a little blue.

Yeah, that’s probably enough…

Max released him, and then had to grab him with her forelegs to prevent him from smacking his muzzle into the dirt.

“Oops. Can you stand?”

He blinked his unfocused eyes several times, huffing and puffing before he finally gave her a lopsided smile and nodded. “Yah.”

Giving him a firm push, she hissed, “Go. Hide!”

She watched just long enough to see him toddle off and duck behind a stack of crates and barrels before setting her eyes on the crowd. And then she grinned.

Communing with the echoes of her ancestors had given her anatomical knowledge of a plethora of organisms, all of which she’d added to her shapeshifting repertoire.

She went with tentacles.

Six of them erupted from her back, and she sent them lashing out like black, glistening pythons towards the three ponies standing closest to her position, the farthest from the rest of their companions. Two for each, one to wrap around the muzzle and another around the belly, she dragged them kicking and thrashing until she had them suspended before her like a trio of puppets uttering muffled screams.

Unlike with Speckle, she didn’t bother to keep it pleasant or efficient, focusing purely on maximising speed of extraction. Green light leaked from their chests and foreheads, coalescing into streams of energy that surged into her gaping maw.

Ooh yeah, that’s the stuff…

When their eyes turned glassy and their bodies limp, she dropped them in a heap like discarded candy wrappings.

Need more.

She reached out and plucked another hapless victim from the oblivious mob.

Three. Six. Ten. Fourteen. Nineteen. Twenty-five.

Yes. Mine!

With each victim adding to her reserves, she had even more to spare for increasing her intake, and she soon realised that she had an incredible capacity for multitasking. By then, she had no fewer than sixteen tentacles for grabbing ponies, and she somehow managed to maintain her balance whilst doing all of that on only four hooves.

By the time she’d amassed a spread of over thirty delirious, lethargic ponies writhing on the ground around her whilst mumbling nonsense to themselves, somepony in the gaggle of defenders finally noticed her feeding frenzy.

“Sweet Celestia, what in Tartarus is that?” a mare cried as she swung her crossbow around, took aim at Max, and flattened her ears when she realised that she needed to reload.

Dozens of heads swivelled her way, including Galleon’s, who stood atop a raised platform behind one of the largest and most secure spiked barricades. He wore a helmet reminiscent of pegasus legion design, except with a proper hole and horn-guard. The rest of his armour consisted of a sturdy breastplate and overlapping plates running from the base of his neck to his tail, crafted from greyish metal and covered in runes that dimly glowed with golden light. Lighter greaves of similar design protected his knees and fetlocks.

Max gave him a toothy grin and waved a hoof and a tentacle in synchrony. “Hi guys. Remember me?”

Galleon’s frown deepened.

“Brothers and sisters, another abomination has escaped!” he roared as he charged up a spell on his horn. “Destroy it! It falls to us to safeguard Equestria from this evil!”

Max sprang into the air and shifted her tentacles away to reduce her mass and air resistance. Stones, bolts and a few spells whizzed past her as she buzzed her wings to gain altitude, and upon reaching the zenith of her steep trajectory roughly a hundred paces in the air, she flipped over and accelerated into a dive. A classic manoeuvre used in the Canterlot invasion, but with the bonus of increased mass and hardened carapace that she shapeshifted for herself.

Ponies yelled and scrambled for cover as she tore through the air, engulfed in a ball of green fire.

She aimed for the centremost point of their defences to eliminate the advantage of their crossbows and slings; unless she’d misjudged the whole lot of them, most would probably think twice about firing for fear of hitting their companions behind her.

She gritted her teeth as her shadow raced across the ground from the edge of the camp towards her target. Just before impact, she rolled to present herself hooves-first, and the ground erupted into a fountain of dirt, splinters and stones when she slammed into one of their hastily-vacated platforms, ripping away parts of their barricades and sending ponies flying. Max then slowly rose from her hunched pose in the crater, firmly planted on all fours with ten freshly-regrown tentacles erupting from her back whilst dust rained from above.

Whoo! Superhero landing!

Those closest to the impact lay on the ground, stunned, whilst the others cowered behind the intact barricades. But to their credit, a few of their companions farther back uttered war cries of desperation and charged at her with long spears. Two or three decided to shoot her anyway.

Max deflected the incoming spears by swatting them along the shafts with her tentacles, grabbing their dismayed wielders and then tossing them back into their comrades. Her tentacles stung when a few bolts embedded themselves into her flesh, and she yelped when Galleon’s disruptor spell outright lanced through four of them and sputtered out on the fifth. It smarted like the worst pins and needles ever, and burned all the way to her back as the afflicted tentacles shrank and disintegrated.

Another crossbow bolt struck her right in the cheek. It didn’t pierce her hardened chitin, but it still imparted enough kinetic energy to feel like a kick to the face. As she reeled from the impact, she extended her remaining tentacles to their full lengths and swept them in a wide arc, slapping aside anything in her way to give herself some room.

With more ponies entering the fray, sooner or later, somepony was bound to get lucky, and Max had no intention repeating the mistakes of her ancestors and losing to a bunch of herbivores.

Okay, new tack.

She galloped towards the cage, trailing a flailing mass of tentacles to deflect or absorb incoming fire. Those that got too badly damaged or outright disrupted into nonexistence, she simply regenerated, at a cost to her reserves.

“Get some fire! Kill it with fire!” Galleon roared. “Short Fuse, where in Tartarus are you?”

Max winced. Oh, that’s going to hurt.

She skidded to a halt at the cage’s outer door, grimacing as Galleon’s spell seared off another two of her tentacles. The padlocks were definitely of magical construct, and her initial attempt to jam a wad of shapeshifting chitin into the keyhole proved futile when she realised that it didn’t even have one in the first place. Her magic didn’t work on them, either, as she had no inkling of the correct spell matrices to use.

Growling, Max went after the doors hinges instead. She shrank her malleable foreleg into the gap and made it swell against the door and wall. The wood creaked in protest, but the hinges and nails held fast. She then dug into more of her reserves and blasted the hinges with a searing beam of magic, heating the metal until it glowed cherry-red. Meanwhile, her foreleg continued exerting pressure until, much like growing tree roots which had crept their way in between loose bricks, she popped the hinges apart and ripped the door off.

After flinging it in the direction of her assailants, she went to work on the inner door, and by the time she’d torn it off its hinges, she’d lost another three tentacles, and the remaining five had enough quarrels stuck in them to resemble crude bottle brushes.

And then Max shrieked when she felt a series of sharp stings on her tentacles in rapid succession, followed by a concussive blast on her back that shredded the last of her flailing appendages and slammed her flat onto the floor.

Her ears rang.

Blinking through the pain, she craned her neck around and saw a sizeable cloud of white smoke lazily drifting away just a few paces behind her. Bluish drops of blood and chunks of her tentacles lay spattered on the ground. And farther beyond that, crouched behind a barricade was Short Fuse lighting another stick of dynamite whilst a unicorn held it in her magical aura, ready to throw on a moment’s notice.

Max flipped back onto her hooves and spun around to glare at them through the cloud of smoke, focusing her mind on the stick of dynamite. It wobbled in the unicorn’s grip, and then promptly ripped itself apart into a hundred shreds and chunks whilst the fuse fizzled out.

She didn’t get to enjoy their puzzlement and shock for long, as another purple bolt came screeching at her from the corner of her vision. Gasping, she threw herself flat and felt a nerve-wracking jolt travel down her spine when the spell grazed her crest.

“You little hayseed!” she yelled, sending a barrage of fiery bolts in Galleon’s general direction.

It was hard to pinpoint his location amidst the smoke and churning crowd, doubly so when his armour kept him hidden from her psionic awareness. Her spells only managed to scorch earth and wood, when they didn’t get deflected by the barriers of random unicorns.

Some ponies had even resorted to tossing oil lamps and jars of pitch wrapped in burning rags at her, most of which she sent flying back into their ranks. Dozens of fires sprang up along their defences and even amongst their tents farther back, sending up plumes of grey and black smoke, depending on what had caught fire.

“Need a little backup!” she cried as she used a combination of telekinesis and magic to deflect more incoming projectiles.

As if on cue, Daring appeared by her side with the sound of dirt crunching beneath her hooves.

“The old codger’s still a little woozy,” she reported. “Where’s Speckle?”

“Hiding. Galleon’s being a real pain. I can’t—”

“Got it. I’ll take care of him,” said Daring as she brushed past Max and darted out of the cage. “Keep them distracted!”

Upon leaving the safety of Max’s telekinesis, Daring moved to flank Galleon’s position, crawling and ducking to keep a low profile. Then, using a particularly large and inky cloud of smoke to her advantage, she leapt into the air and flapped a short distance with the aid of her tattered wings, just high enough to clear a barricade and the heads of a few startled cultists. Max glimpsed a brief, almost cartoonish whirl of flailing limbs in the smoke, after which Daring emerged with a smirk, leapt from the platform and disappeared into the camp proper, presumably to ambush Galleon at an opportune moment.

An opportune moment that wouldn’t come if Max didn’t keep her guard up, as she realised when a shockwave slammed into her from the side and drove out her breath as it smashed her against the bars of the cage.

Max threw a glance inside the cage. [Ydrax’il! Get your butt out here and help me!]

No answer. He lay curled up on his side with his eyes closed in meditation, apparently spent from protecting Daring and himself. Quarrels and stones lay scattered in a semicircle around him.

She snorted and turned around to march out into the open. A fresh hail of projectiles greeted her, but she blasted everything back with a broad telekinetic shockwave.

That’s it. Playtime’s over.

Reaching deep into her reserves, Max drew up an absurd amount of energy, probably more power than she had ever toyed with in her entire lifetime. The hungering void dug its claws into her, resenting every spark of vitality she called upon. She felt ravenous, as if her innards were shrivelling and decaying with every passing second, but she ploughed through it with promises of more opportunities to feed, reassured by the miasma of dread that permeated the camp.

Simultaneously, she probed the collective consciousness of the ponies around her, breaching their feeble mental defences with relative ease. Hallucinations and direct compulsion would drain her quickly on top of probably giving her a massive headache, but she’d picked up a far subtler technique from the neural network. Their unguarded imaginations, already spooked by Galleon’s account of their failed expedition and strained by Max’s subsequent assault, proved fertile ground for seeding doubt, anxiety and fear.

With tiny nudges in the right directions, their minds would do all the work for her.

Already, Max had stolen glimpses of their innermost fears.

She only had to give them life.

Her body tingled and shivered with potential. Beneath her pulsating chitin, her flesh writhed and twitched, every cell replete with energy for the tasks to come.

Max inhaled deeply, and didn’t stop even when her lungs had filled to capacity. She swelled along with her breath, until she burst her chitin with a wet, slurping crack. Freed from her diminutive husk, she spilled onto the ground, an amorphous pile of black flesh that stretched and reshaped itself with explosive growth spurts as her bones popped and cracked within. She towered over her adversaries, easily thrice the size of a manticore.

Unlike a manticore, she had festering boils on her grey, lumpy skin instead of hair. Her misshapen limbs had ten-inch claws on the tip of long, spidery digits; her muscular tail ended in a massive, pulsating mass of flesh that resembled a giant maggot; tentacles hung loosely from her undersides; and her triangular head consisted entirely of three jaws that sported clusters of spider’s eyes on their outer surfaces.

The camp had gone silent, save for the crackle of fires.

And then Max unleashed a deep, gurgling roar, parting her jaws like a grisly flower to reveal a tongue consisting of pink tendrils all twisted together like rope, dotted with teeth and even more branching tendrils, as long as her entire body. She then lunged forward, lashing her tongue at anything that moved.

Instantaneous pandemonium.

Ponies screamed and wailed as she tore into their ranks, smashing their equipment and grabbing anyone too slow to evade her tentacles. She drained them through direct contact, quickly and very inefficiently, but the surplus power went into sustaining her immense form and keeping her body in a state of flux for changes as the situation demanded.

She basked in their terror. The void clamoured for sustenance, and she fed it readily with anypony she caught, leaving a trail of whimpering bodies in her wake.

Max took care not to step on anypony, though.

[Here. Eat up.] She stretched two tentacles bearing earth ponies in a state of catatonic terror into the cage and deposited them in front of Ydrax’il.

She didn’t wait to see him feed.

Instead, she charged deeper into the camp, picking off stragglers as they fled. Only a few of the remaining cultists dared to shoot her, and they did so from far away, either from the shadows of their tents or from the watchtowers at the walls. Most of the arrows and bolts did little more than stick like irritating needles in her thick hide.

Max unleashed another roar, but inside, she felt more like cackling as she feasted on their love and reminded ponies of their true place in the pecking order. Maybe going on a rampage wasn’t so bad after all. Being a changeling was awesome.

Hah! Run, little ponies, run!

She trampled through the compound at an uneven gait, smashing workshops, ripping up tents and scattering coals and embers from their fires. The cultists scattered at her approach, shouting and screaming for help. Disorganised attempts to regroup and repel her met little success, as those at the frontline usually faltered and turned tail the moment she got within grabbing distance.

Terror had never tasted so good. Spicy and savoury, it whipped her hunger into a frenzy that made feeding all the more satisfying, and she had plenty of opportunities to wrangle every last drop of it from her victims.

Sprouting hairy, segmented limbs from her back and waving them in their faces reduced arachnophobes to gibbering messes.

When she found a trypophobe, she only needed to turn her hide into a pockmarked mass of holes resembling grub burrows, each lined with glistening flesh, in order to petrify them with delicious terror and anxiety.

There was that one stallion who got all hot and flustered at the sight of her, though…

He only ran half-heartedly, and from the way he kept staring at her whilst squirming in her tentacles, incidentally wrapping themselves more tightly around himself, Max got the distinct impression that he didn’t actually want to get away. And the unusually filling harvest from him only cemented that notion…

Weirdo.

She dropped him and swept her gaze from one end of the encampment to another, searching for her real quarry. Incapacitated ponies lay scattered everywhere in various states of consciousness, and those who hadn’t yet experienced her hooves-on approach to feeding were busy cowering in whatever hidey-holes they found, or making a mad dash for the jungle through the barren clearing they’d made around the camp.

No sign of Galleon or his bodyguards, but then Max spied a small party making off with one of the sky wagons, towed by the few pegasi they had amongst their ranks.

Had Galleon snuck off on that? It definitely made more sense than simply going on hoof.

It shrank rapidly in the distance, and if she didn’t act soon, it could disappear into the lowest clouds or into the jungle below.

Max trampled through another storage shed as she lumbered through the middle of the camp in the wagon’s general direction, simultaneously reaching out with her mind to the pegasi harnessed to it. If she could just force them to turn around and tow the wagon back into her…

Touching minds from such a distance made her brain throb and her vision swim a little, but she was rewarded with a sudden dip in the wagon’s trajectory when she breached the minds of the two pegasi in question. Their terror only egged her on as she twisted and bent their wills to her whims, to turn around and—

Max heard the whoosh of a pegasus approaching at terminal velocity and barely had time to turn her head in its direction she saw a red, feathery missile whoosh past her face, immediately followed by the thump of something impacting the side of her head and the sound of shattering clay.

She screeched when liquid fire seared her eyes.

Hissing, she stumbled and crashed, turning more woodworks into matchsticks as she flailed around for a couple of seconds. After wiping away the burning pitch with a forelimb, furiously blinking her eyes which stung like Tartarus, she grabbed a pile of splintered planks and roared as she hurled them into Blizzard’s flight path as he angled himself for another attack.

Blizzard just barely evaded the projectiles, but before Max could follow up, she heard another pegasus approaching from her right flank.

She whirled around, swatting at the air with her clawed foot as she did so.

Quick as a fly, her attacker dove under her swipe and banked sharply, pumping its wings to climb and circle around for another attack.

Wind Shear.

The ancient Equestrian helmet she wore explained why Max hadn’t sensed her – probably another souvenir she’d brought along from the Arthraki city – and Blizzard had probably snagged the one Speckle had relinquished.

She had a spear, too, which she hurled straight at Max’s face upon reaching the top of her aerial arc. The steel head glinted in the sun’s rays as it corkscrewed towards her face, and it would’ve nailed Max right between the eyes had she been a second slower.

Unfortunately for Wind Shear, Max was still relatively nimble for her size, and the distance between them gave her plenty of time to estimate its trajectory. She sidestepped, then whipped her head and slammed her jaws shut on the spear just as it flew past. A couple of crunches, and she’d snapped it in half.

The rear end of the shaft then clattered uselessly on the ground whilst Max slowly turned her gaze upwards to give Wind Shear a silent, menacing glare. For good measure and bonus intimidation points, she swallowed the spearhead whole, and then spat out the remaining splinters from her mouth, all whilst maintaining eye contact.

You’ll need heck of a lot more than that. I’m a juggernaut, grub!

She felt a little giddy at the thought of AK Yearling putting that into the inevitable book. Oh yeah, I hope Daring saw that!

Meanwhile, Wind Shear stared at her for a moment, hovering well out of reach. Then, she smirked as she made an obscene gesture with a wing and yelled, “Hah! Rest in pieces!”

Wait, what?

Max tilted her head.

Come to think of it, the spearhead had looked a little bulkier than normal. And the longer she thought about it, the more it felt like she had an uncomfortable lump sliding down her gullet and into her belly…

Then, she noticed the empty satchel slung over Wind Shear’s shoulder. A thin, almost invisible trail of smoke wafted in the spear’s wake, leading up to the point where Wind Shear had first hurled it. The air smelled faintly of sulphur. A dry, papery taste lingered on her tongue, and white smoke puffed out of her mouth when she exhaled.

Her heart skipped a beat.

Oh, pluck me!

And then Max exploded.

Author's Note

Remember what I said about the previous chapter needing to be split into two?

Turns out that this supposed 'second half' is still feels too long to keep as a single piece. So, yeah, the third half's coming out later. :facehoof:

Good news: You get to feast your eyes now. :pinkiecrazy:

Bad news: You gotta wait to see what happens next. Again. :raritydespair: :trollestia:

Chapter 11

Blood pounded in Max’s skull.

The world had flipped over sideways, and she felt as if a mountain had kicked her in the gut and smashed her against a wall that looked suspiciously like the ground. Next, she heard a series of wet, meaty thumps, followed by gravity finally reasserting its dominance on her senses with the force of an anvil landing on her head.

Rocks, nails and splinters dug into her side as she lay on the ground.

Her jaws parted and her chest heaved, but no air came out when she tried to groan. Something felt a little off about her midsection, as if a weight, all the weight, had been lifted off her. It also felt chilly there, like having ice packs pressed against her skin, except that the sensation went more than a little beyond skin deep…

With her ears still ringing, she lifted her right leg to get a clear view of her belly, and immediately understood why her gut felt so hollow.

Is… is that my spine? Oh, sweet grubbing horse apples, I can see my spine!

The tattered strips of muscle around the smoking, gaping hole in her belly convulsed, apparently in an effort to make her throw up contents from a stomach that didn’t quite exist anymore. Dark blue fluid and meaty chunks lay splattered on the ground around her.

A bit of her here, a bit of her there, and a bit of her way, way over there…

Oddly enough, it didn’t hurt that much.

This can’t be happening. No way.

But then reality decided that it wanted to give her another loving buck in the ovipositor, by reminding her brain to catalogue the damage and fire her synapses accordingly.

Max loosed a silent scream when she felt agony driving itself into her head like a railroad spike, through her horn, down her spine, and right into her heart. It found her reservoir of love and didn’t so much siphon it as shatter its container and draw her energy away like an inexorable tide. The void in her howled and desperately clawed at the receding tide, twisting her gut and mind with primordial pangs of absolute, mind-flaying hunger.

But to no avail. Survival overpowered the void and took everything it needed, redirecting huge surges of energy to damaged tissue in order to power her natural magic, to regenerate instead of changing shape.

Fortunately, keeping her body in a state of flux during her rampage had diminished the presence of vital organs and sped up the process of replacing what she’d lost.

Max gurgled and shivered as oily, green fire washed over her ruptured belly and seared away irreparably damaged tissue whilst knitting new muscle and skin. Slowly, the gaping hole shrank and her belly refilled itself, like a fruit rotting in reverse.

All the while, she felt her reserves dwindling at a catastrophic rate, and she nearly emptied her bowels when she realised that she might not have enough to finish the process. She’d never completely emptied herself out before, but she’d heard stories of siblings turning into drooling, mindless drones for the rest of their lives…

Oh grub, please, I don’t wanna go that way… I swear, I’ll never hurt anypony or anyone or go on an adventure ever again!

“Horse apples, what does it take to kill one of these things?” somepony cried.

Max twisted her neck to cast a baleful glare at Wind Shear, who then darted off to fetch another weapon from one of her fellow cultists. A deep growl rumbled in her throat as Max flexed her claws in anticipation.

But just before her wound could finish closing, she spotted a purple glow in the distance, rising like a miniature sun from behind a mangled barricade of spikes. Despite her blurred vision, she had no doubt of the caster’s identity, made all the more certain by her inability to sense him with her mind.

Unfortunately, she could do no more than hiss impotently at him, and she took the full brunt of Galleon’s spell right on her horn.

She’d once stubbed her fetlock against some heavy furniture. It had resulted in a deep, dull and jarring sensation, which, while not quite as agonising as most types of pain, nevertheless felt inordinately debilitating for something so trivial and undamaging. Especially if she moved before it had subsided.

Taking an anti-changeling disruptor spell to the horn had similar results, except that it permeated her entire body and was an order of magnitude higher in intensity. It first travelled down her horn, down the full length of her spine and through to the very tip of every nerve like a jolt of lightning before spreading into her muscles like wildfire. She stiffened up when the pins and needles came, but the slightest twitch resulted in muscle cramps and seizures, which then led to a runaway chain reaction of involuntary twitching and gasping. It was an unholy amalgamation of ticklishness, numbness and agony, all in perfect balance with one another as they simultaneously inflicted themselves on her overloaded synapses, over and over again.

Her magic soon followed suit.

Like an overstrained braid of rubber bands, the complex field that maintained her monstrous form snapped and collapsed in a cascade of thaumic failures. Outwardly, she felt herself convulsing and flailing on the ground with enough force to spring her into the air several times, shrinking all the while, like a balloon whooshing and bouncing around until it reverted to a limp heap of rubber.

Max returned to her regular, post-upgrade size whilst in the middle of a flip and landed squarely on her back, grinding her wings into the dirt. The effects of the disruption had subsided, but she still felt like a thoroughly trampled piece of trash.

Ugh… Note to self: learn a counter-spell ASAP.

Dirt stung her eyes. Air wheezed out of her lungs.

Meanwhile, the chunks of her that had splattered all around the place were sizzling and dissolving into dark puddles that soon evaporated entirely, leaving only bluish-black stains on the ground.

Then, heavy hooves thudded nearby.

Groaning, Max rolled to get a better view and squinted at the two pegasi – a huge, red stallion and dusty brown mare – looming over her.

The moment she set her eyes upon Blizzard’s grim scowl and Wind Shear’s sadistic smile, Max knew she had lost. They both reared up on their hind legs and raised their spears for mortal thrusts, their gleaming tips aimed right at her eyes.

So much for Queen Maxilla…

And then Furlong landed alongside Wind Shear with a thump, bringing a third spear to bear.

“Say goodnight, sweetheart,” Wind Shear growled.

[Intervention imminent. Fly.]

What?

Then, Max noticed Furlong’s eyes. They were unfocused, twitching, as if looking at some eldritch horror from far, far away. Her jaw clenched, and a vein pulsed visibly on her neck as she held the spear to Max’s throat. A bead of sweat dripped from her shaved hairline and down the side of her temple, and then Max finally realised that Furlong wore no helmet or armour when she tasted panic and frustration bubbling from her.

Oh.

Before Blizzard and Wind Shear could thrust their spearheads into Max’s eyes, Furlong swung her spear below their shafts and deflected them upwards, stepping into their guard so that she could use the power of her hind legs for more leverage to overbalance them. She then took further advantage of their surprise by bringing up the butt end of her spear and smashing the shaft into their muzzles simultaneously, knocking their helmets askew and sending them stumbling backwards.

Max didn’t need telling twice.

Despite the screaming protests of her muscles, she rolled and somehow got all four legs under herself without collapsing, then leapt into the air with her wings abuzz. Her crumpled wings only provided enough lift and control for a wobbly flight barely a storey above ground, which ended the moment she saw incandescent bolts of purple magic lancing out from a cloud of pale grey smoke at ground level, deeper in the camp near the remains of the tents and workshops.

She dipped and hazarded a rapid dive, then turned her rough landing into a stumbling gait and ducked behind some smouldering debris for cover. Galleon’s spells had missed, but before she could formulate a plan, a concussive blast shattered her hiding spot and slammed her into the dirt with a shower of splinters.

Galleon stepped out of the smoke roughly fifteen paces away. His horn blazed with another charging spell, lending his green coat a bright sheen of health whilst his grey, ancient armour glowed with golden magic runes and gave him an air of supreme indomitability. For a moment, Max beheld the spectre of a far mightier unicorn standing in his place, with a halo around his head and the very power of the stars and sun in his eyes. Even the real afternoon sun in the cloudy sky above paled in comparison.

He came for her.

The Avatar of Extinction.

Max tried to rise, but her legs simply trembled and buckled under her weight.

How could she succeed where her ancestors failed?

The corona around the equine avatar’s horn crackled and hummed with purple lightning, but before it could discharge the spell and finish her off, a gold-and-grey blur of feathers and hair charged out of the shadows amongst the smouldering ruins of a workshop and cracked a long wooden pole against its helmet with a sonorous clang. Its spell shattered into a thousand sparks.

Max blinked, and immediately saw Galleon standing in the avatar’s place, reeling from the blow. He snarled and fired a rapid volley of smaller spells at Daring Do, but she easily kept apace of his impaired aim. Daring stood on her hind legs and used her tattered wings for balance whilst swinging and twirling her makeshift quarterstaff with her forelegs, like a diamond dog monk from the Far East. She kept advancing, beating against his barrier and keeping him in a constant state of retreat.

Meanwhile, Max heard a pained grunt from near the ruined barricades, and turned just in time to see Blizzard and Wind Shear wrestle Furlong into submission and conk her on the head. Once she’d gone out like a light, Blizzard and Wind Shear left her drooling on the ground and turned their murderous gazes unto Max. Between them, they probably had a couple of dozen bleeding scratches and cuts all over from Furlong’s wing-claws and fangs, and going by their clenched teeth and raised hackles, they almost resembled starving changelings.

Max grinned and shifted uncomfortably, flicking her eyes around in search of a potential escape route. She found none within easy reach. Galleon and Daring were locked in a duel and blocking the clearest path to the gates, whilst Blizzard and Wind Shear had her pretty much all to themselves in the impromptu arena surrounding the cage…

“I don’t suppose you’ll settle for a heartfelt apology from me?” she said, slowly backpedalling whilst they advanced on her. “You already blew me up once, so we’ll call it even!”

“Blowing up is too good for you.” Wind Shear spat a bloody tooth onto the ground. “We’re gonna take you apart, piece by piece, nice and slow. And then I’m gonna stick your parts to a board and frame it up for my bug collection.”

Blizzard flicked his eyes to her for a second. “You don’t have a bug collection.”

“I’m starting one right now!” Wind Shear snarled as she spread her wings and swept them back to power her lunge.

Max dodged to the side, then yelped when she found herself right in the path of Blizzard’s lumbering charge. She flitted into the air, but before she could gain proper altitude, he followed suit with a powerful leap and grabbed onto her hind legs. She buzzed her wings harder, but given their painfully crumpled state, they barely coped with the extra weight and gave out entirely when Wind Shear tackled her in mid-air.

All three of them crashed to the ground in a heap.

After a brief struggle, Wind Shear came out on top and straddled Max’s belly whilst she dug into her satchel and fished out a cherry bomb the size of an apple.

“Open wide – doctor’s orders!”

Max didn’t want to know where she intended to stuff that into, and she sure as heck didn’t want to explode twice. She batted at it, but Wind Shear kept it out of reach and rammed her elbow and shoulder into Max’s chest, expertly pinning both of her flailing forelegs in the process.

Grimacing, Max resorted to powering up her horn and zapped Wind Shear’s foreleg with a bolt of energy.

Wind Shear yelped, and the cherry bomb bounced off Max’s chest before merrily rolling off into the dust somewhere. She then took her turn yelping when Wind Shear gave her horn a painful swat that instantly disrupted the remaining charge in it. At the same time, Max felt Blizzard shift underneath her, right before a powerful leg hooked itself around her neck.

Max whipped her head back in an attempt to bash his muzzle and hopefully loosen his grip, but his head wasn’t directly behind hers, and she only ended up striking his muscled shoulder.

“Get her!” Blizzard growled, tightening his hold around Max’s throat. “Hurry!”

A choked cry escaped Max as Wind Shear drew a knife hidden in her wing.

Max thrashed, but Blizzard held her tight, and with Wind Shear’s weight pressed on her belly and chest, she barely had any leverage to use against them.

She needed air. Her vision swam with black spots.

Wind Shear raised the knife.

Hayseed, not like this!

And then Wind Shear screeched when a crate slammed into her side and threw her off Max, which subsequently freed her forelegs and allowed her to slam her elbow into the approximate location of Blizzard’s face. She heard a crunch, followed by a furious grunt. With a couple more blows to his ribs, she felt his grip loosen just enough for her to wriggle free.

The moment she’d thrown herself out of Blizzard’s reach, a beam of green magic with a fiery, yellow core lanced out from the cage off to her side, forcing him and Wind Shear to scramble for cover before it seared off their tails.

Ydrax’il strode out of the cage trailing smoke from his horn, surrounded by a ring of orbiting rocks, splinters and shrapnel. His crest and tail looked a little bruised and crumpled, but other than that, he exuded the calm confidence of a stalking predator as he regarded Blizzard and Wind Shear with cold, yellow eyes.

Wind Shear lunged for a discarded crossbow nearby, but Ydrax’il yanked it out of reach with telekinesis and tossed it out of sight. He then did the same with their spears and began pelting them with a barrage of stones and splinters, forcing them to duck behind a pile of ruined crates.

[Retrieve your companions,] he said whilst casually deflecting a wrench that Blizzard hurled at him. [We must be prepared to flee if we cannot subdue these fleshlings.]

[On it!]

Max took one last look at her assailants and saw Blizzard with a bloodied muzzle and Wind Shear with a crooked left wing, uttering curses as Ydrax’il forced them farther and farther away from her with a steady barrage of projectiles. He obviously couldn’t keep that up forever, so she whirled around and took a deep, steadying breath as she broke into a brisk trot towards Daring Do.

She stumbled a couple of times over debris and furrows that she’d left in the ground from her rampage, keenly aware of her aching muscles and critically low reserves. Incapacitated ponies stirred and twitched around her, mumbling and groaning to themselves.

If they didn’t end this quickly, they’d soon have to deal with more harassers taking potshots at them from the sidelines, and draining them a second round so soon carried the risk of permanent damage, which she didn’t want to have on her conscience. At least, not with Daring Do in the picture.

Dirt crunched beneath her hooves as she skidded to a halt and bumped against the remains of a barricade. Ignoring the bruises forming beneath her chitin, she peered over the splintered tops and winced when she saw Galleon ram into Daring’s shoulder with his full weight behind his armour. They slammed into a workbench with winded grunts, spilling tools onto the ground and scattering sawdust to the wind.

With a growl, Max heaved herself out of cover and began galloping across the forty or so paces separating her from Daring Do. But as the distance dwindled, she heard their exchanging words as readily as they traded blows in the midst of their brawl, and in spite of the urgency of the situation, she slowed down and kept a low profile, using whatever debris, equipment and furniture she came across along the way to conceal her approach.

“You side with such foul creatures. Why?” Galleon snarled as he bowled Daring over and pinned her to the ground. “Surely you see that these monsters will bring Equestria nothing but ruin!”

Daring responded by punching him repeatedly in the muzzle, but aside from grunting and recoiling slightly with each weighty blow, he didn’t flinch or let up.

Hayseed, since when is he that tough?

At first, Max suspected that he’d hopped himself up on something nasty, but he didn’t have bloodshot eyes, the jitters or any pulsing veins that might suggest consumption of Dragon’s Beard or Bloodweed. But then it occurred to her that some of the magical runes on his armour might confer more than just protection from psionics; he certainly didn’t look like the type who could otherwise go hoof to hoof with Daring Do on a physical level for very long.

“That’s rich. I’m not the one who devoted himself to a sinister voice in his head and then ticked it off when it didn’t validate your sense of entitlement,” said Daring when she realised that her blows weren’t having the desired effect.

“The situation has clearly changed,” he retorted, still keeping her pinned. “Perhaps we can come to an understanding. The safety of Equestria outweighs either of our affairs; help me destroy these monsters, and we will go our separate ways.”

I should do something, Max thought, but her breath hitched in her throat as she waited to hear Daring’s response.

“I’m not in the business of playing judge, jury and executioner.” Daring narrowed her eyes. “Until they actually try anything to deserve it, I’m not backstabbing anyone.”

“The Old World suffered under the likes of such predators. You would risk our return to squalor and misery for these cretins?”

Daring gritted her teeth and jerked in place, but after failing to dislodge him, she growled, “Times have changed. We have to be better than our enemies, or it will be the end of Harmony. And trust me on this; nopony wants that to happen.”

“Then you are either a fool, or your mind is more compromised than I could have imagined.” Galleon shook his head and sighed as his horn blazed to life. “I take no pleasure in this...”

“Me neither.”

Daring squirmed just enough to free a wing and then used it to fling dirt into his eyes. Galleon sputtered and raised a hoof to wipe his face, which gave her even more leverage to wriggle into position and kick him in his nether region. Dirt or no, his eyes opened up completely whilst his pupils shrank to pinpricks, and a high-pitched whine escaped him as he toppled over and curled up on the ground.

Freed of his weight, Daring rolled onto her hooves and made for a coil of rope lying atop a pile of tools and planks, but Galleon sprang back up with stunning speed and tackled her before she had even taken five steps.

Yeah, definitely time for me to do something.

Max bent her legs to spring into action, but froze when her ears twitched from hearing a hiss… a detestable, bowel-vacating hiss.

Whirling around, she saw a stick of dynamite arcing towards her from the left, flung from behind a table turned on its side. It only had a couple of inches left on the burning fuse, and was less than a metre away from bouncing against her muzzle.

“T’chaak!” she swore.

Almost instantly, the dynamite rebounded in mid-air as if struck by an invisible bat and sailed cleanly over the ruins of a workshop before exploding with enough force to rattle her teeth. At the same time, pain dug into her brain like a thirsty root, temporarily distorting her vision and hearing.

Psychic backlash – she was not in great condition to use telekinesis, but that still beat getting blown up. Again.

Then, Max clenched her teeth when she saw a pair of blue eyes topped with ashy-green hair slowly rise to peep over the table. Short Fuse.

“You!” With a snarl, she charged and leapt over the table, slamming into him before he could light another bomb. She pinned him to the ground and hissed with her teeth bared, savouring the surge of terror welling up in him.

“No, wait, stop!” he cried as he thrashed and squirmed beneath her, to no avail.

Max glared at him as she mentally listed her options for exacting revenge on him for personally blowing up her house and indirectly blowing her up. But then she saw his eyes flick to the side, to a cherry bomb casually rolling towards a stockpile of dynamite, fireworks and other assorted explosives less than five paces away from them. Its fuse was already sparkling.

Oh, grub!

She leapt off him and buzzed her crumpled wings frantically to gain altitude, corkscrewing haphazardly due to the uneven lift. She heard a thunderous cacophony of booms and crackles, then grunted when a wall of air smacked her in the back and sent her crashing to the ground.

After swallowing a bit of dirt, she staggered back onto all fours and gaped when she saw Short Fuse stumbling out of the circular blast zone, all covered in black soot with smoke coming out of his mane and ears. Splinters, nails and metal scraps lay strewn all around him, whilst a few crackers and fizzy candles popped and spun around, spewing smoke and jets of fire in every colour of the rainbow.

You’ve got to be kidding…

Short Fuse tottered about with unfocused eyes for several seconds before finally collapsing onto his back with a moan. When Max cautiously trudged over and towered over him, he blinked at her a couple of times and then winced when he coughed up a puff of smoke.

“How are you not dead?” she muttered.

A grin split his muzzle when he giggled. “Whoo! Let’s do that again!”

Max flicked her gaze to the cartoony cherry bomb on his flank.

Stupid ponies and their cheating cutie mark magic…

Shaking her head, Max hunched over him and growled, “I’m gonna devour your love now.”

His eyes rolled up into his head when struck with her mind-blanking spell. She then dug right in with her telepathy, using far more force than on anypony else previously. Beyond the roiling surface of his thoughts, she pushed past his short term memories and delved deeper into the recesses of his mind, until she found the aspects that formed the core of his personality.

Max siphoned away, basking in the warmest memories she could find, stretching from his foalhood to his latest opportunity to level anything remotely resembling a structure with the sheer power of his explosive accessories.

She was swaddled in thick blankets, held close to her mother who whispered sweet nothings into her ear.

She was crying in a field, holding out her sprained hoof to her father who hugged her tight and carried her home.

She was standing next to a black lake, gazing with wide eyes as hundreds of blazing lights streaked into the night sky and burst into dazzling showers of sparkles and stars in every colour of the rainbow.

She was sprawled on the ground, dizzy and covered in soot. She wanted to cry, but then she looked around and saw tiny, fizzing balls of red, green and blue fire bouncing around. Her homemade explodey-thingy worked! She felt something funny on her flank, and then gasped when she saw her cutie mark. She ran squealing to tell Ma and Pa.

She was standing behind a blast wall in the excavation zone, her trembling hooves on the plunger linked all the way to the charges. When the foremare gave her the order, she pressed down and watched. Time slowed as a ball of fire blossomed in the face of the cliff, spreading cracks filled with hot air and flames that gushed out in breath-taking plumes. The mountainside crumbled, roaring with the voice of a dragon, drawing fantastic patterns on its surface in the last moments of its existence before finally kicking up a mighty mushroom cloud. When the dust settled, she saw a gaping hole that led to treasures untold. The ground sparkled with gems of every size and colour.

When her incredulous critics stared at her, she grinned and said, “Hey look, I made a door! It only took me like, what, ten seconds!”

Max swam back to the surface and shuddered.

Short Fuse lay sprawled on the ground before her with a lopsided grin on his muzzle and his tongue sticking out from the corner of his mouth. His closed eyelids fluttered as he stirred, looking for all the world like a colt who’d completely knackered himself out from playtime.

Max then spotted a fizzy candle on the ground next to him, and promptly picked up with magic, set the fuse alight with a quick zap, and tossed it away. It sputtered at first, but then a jet of orange fire burst out of one end with a hiss and sent it spinning like a top, gradually shifting colour to yellow, green, teal, blue and purple before it finally popped and showered the ground with crackling sparkles.

She giggled.

Pretty!

And then Max flattened her ears and clapped a hoof over her mouth.

The heck was that?

Ydrax’il hadn’t mentioned absorbing personality quirks whilst digging into somepony else’s brain…

A gleeful chuckle worked its way up her throat, which she violently smothered whilst fighting off the urge to go pick up another loose cherry bomb. She then rounded on Short Fuse and raised her hoof, hoping that taking it out on him might clear her head, but one glance at his drowsy, peaceful face instantly killed any desire to dish out punishment.

She couldn’t stay mad at him, not for following his cutie mark and doing something he clearly enjoyed so much. Heck, in spite of herself, she had to admit that blowing stuff up and setting things on fire was a wicked lot of fun!

Max blinked a couple of times, then groaned as she rubbed her forehead.

Oh grub, this had better not be permanent…

Still, for better or worse, draining Short Fuse in that manner had replenished enough of her reserves to take the edge off her hunger. She didn’t have quite enough to throw spells all over the place anytime soon, but that was better than nothing.

After dropping Short Fuse and giving him a parting glance, she whirled around and cantered towards the middle of the camp, following a trail of wrecked furniture, tools and scorched tents left in Galleon’s and Daring’s wake. They’d fought all the way to where most of the tents had been erected in uniform rows, which unfortunately kept them hidden from her as much as they concealed her approach. It didn’t help that Daring still had her helmet, so Max couldn’t pinpoint her location.

Since she didn’t want to risk making herself a target by flying, she slowed down and stalked into the array of tents as silently as she could. She couldn’t hear them anymore, which suggested that they must’ve gotten separated and were quite likely waiting to ambush one another.

Her ears twitched when she heard the whining hiss of a powerful spell, followed by a series of pops and cracks as chips and splinters arced into the air. It came from up ahead, and when she got closer, she heard the clip clop of hooves and impatient breaths. After taking a moment to assess the risk, Max peered out from the cover of a scruffy tent.

“Give it up, Miss Do,” said Galleon as he marched towards a row of tents, his horn ablaze with magic. “You have fought admirably, but it really should be clear by now that you are outmatched. Cease this nonsense, and I’ll see to it that you are fed and your wounds tended to. Under lock and key, of course, but that’s still far better than what you’ll get if you continue interfering with my work.”

The glow on his horn intensified, and the hum rose to a high-pitched whine a second before he unleashed a searing beam of magic in a roughly ninety-degree arc towards his left that sliced three tents in a row, four deep, with enough thermal energy to overheat and explode the contents that lay within. Crockery, glass and bits of metal went flying in every direction.

One of the tents rustled.

“Tick-tock, Miss Do.” Galleon turned his eyes farther left to the next set of tents, which put him at right angles to Max’s position. Another spell hummed on his horn. “Is it guilt that compels you to fight for these monsters? They are beneath your conscience, and still you’ve bled for them; no one can ask for more. Surrender, let us deal with them swiftly, and you’ll live to play the hero another day.”

Again, no answer.

Another five or six tents on the left went up in smoke, and then Max heard the flutter of wings and hooves scuffling on dirt nearby.

Max’s eyes widened as Daring skidded to a halt beside her, and a pit opened in her stomach when she saw her sweat-soaked coat and the haphazard assortment of lacerations all over her chest, belly, cheeks and limbs. A dark streak of blood ran down her temple from somewhere beneath a sizable dent in her helmet. Her snout was swollen and bruised, and she seemed to have taken pains to avoid putting weight on her right foreleg. Her feathers were charred at the tips, and her tail hairs were half their original length and smouldering at the tips.

Then, she realised that Daring had incidentally circled all the way around to the same tent as her. And if they didn’t move soon, Galleon’s next arc would fry them.

“Can’t take him alone,” Daring whispered in between shallow breaths. “He’s almost like an alicorn in that armour.”

Galleon rattled on with his ultimatum, but Max tuned out his voice to focus on their predicament. They still had maybe ten seconds until he stopped talking.

The tents on their right had mostly collapsed and would provide poor cover. They could try running or flying, but neither of them looked in good shape for playing dodge ball, especially when said balls might literally be composed of fire or lightning.

She shook her head. No more running.

“First move is to get that helmet off,” she whispered.

Daring winced and blinked rapidly when a bead of sweat trickled into her eye. “He isn’t very accommodating right now. Ideas?”

“I’m bait,” she said with a giggle, then flattened her ears and grinned apologetically when Daring stared at her. “Sorry. Got a bit of Short Fuse stuck inside me.”

An eyebrow rose.

Max blinked. “That came out wrong…”

“Talk more later.” Daring gave her a push. “Get out and do your thing.”

They were out of time. Max shapeshifted into an injured duplicate of Daring Do, minus the helmet, hoping that the tent was thick enough to prevent Galleon from seeing the flash of green fire. Then, without waiting for Daring’s answer, she leapt out into the open.

She feigned stumbling when her hooves hit the ground and straightened up as she took a couple of slow steps towards Galleon, holding her tattered wings up in a non-threatening manner. He didn’t blast her immediately, but he continued holding the magical charge on his horn instead of dispersing it. A full twenty paces of cluttered dirt separated them, which gave him plenty of room to react if she decided to simply bull-rush him.

“Okay, fine. Let’s talk,” said Max.

“We sailed past diplomacy ages ago.” Galleon summoned forth a set of iron chains and slowly levitated them over to her with the shackles wide open. “Hooves out, and no sudden movements.”

Max held up a hoof to object, then hissed and grimaced as she dropped it to clutch at her ribs. “Horse apples, just wait a minute!”

The chains continued floating towards her whilst Galleon shook his head. “I know losing must not come easy to you, but this bravado is doing you no favours. You can barely stand.”

Max backpedalled and tripped over what looked like the mangled remains of wheelbarrow. She landed on her rump and half-heartedly attempted to scoot away, grunting and wincing all the while. At the last five paces, Galleon accelerated the shackles forward like lunging snakes and clamped them tightly around her fetlocks. Another length of chain went around her middle to pin her wings to her sides.

For an instant, Max felt as if she was back in the city, chained up and bleeding from a bolt embedded in her thigh, but she shoved that memory to the back of her mind and focused on the present.

She’d detected no magic on the chains, so she expected no surprises there. They were, however, exceedingly short and heavy; she wouldn’t manage anything faster or more graceful than a shuffle with them on.

Max squirmed in them for a couple of seconds, then slumped and glared at Galleon as he trotted over to her with a smirk on his muzzle. He’d finally seen fit to abort the destructive spell, too, so that’d give them precious fractions of a second when push came to shove.

That’s right, come closer…

Her pulse quickened. Was Daring Do still behind the tent at her back, or had she snuck off somewhere without either of them noticing? She had no way of signalling for help that wouldn’t also tip Galleon off.

He stopped just a couple of paces away and lifted her chin with magic. “So close, yet so far. Still, I am glad that you have chosen the only reasonable course of action. When this is over, I might even let you keep a souvenir for your efforts – something to remember me by, if nothing else.”

A fierce battle-cry pierced the air, drawing both of their gazes towards the clearing around the cage. They couldn’t see the combatants for all the tents and rubble in the way, but it had sounded like Blizzard. Ydrax’il was there, too, and still keeping pace in the heat of battle, if the series of whooshes, clangs and cracks of swung weapons and flying projectiles was any indication. She didn’t attempt to distract him with a query for his status.

Then, a grating crunch drew Max’s attention back to her immediate surroundings, and she turned just in time to see Galleon magically ramming another stake through a link of her chains, straight into the ground.

He smiled grimly when he met her eyes and waved a third stake at her. “Considering your misplaced faith in your companions, you’ll have to forgive me for not trusting you to stay put whilst we finish them off.”

All three stakes in total pinned her to the ground in different directions and angles from one another, drawing her chains tight so that she couldn’t throw her weight in any particular direction to loosen them up. The ground was also too hard and dry for her to use sheer strength, too.

“We’ll speak more on this in a minute.”

Galleon turned his back to her and began trotting briskly towards the commotion, but just as he passed the tent that had previously hidden her, he paused for a moment and stared at it with narrowed eyes. Then, his horn glowed, and he ripped the entire tent free of its anchors and flung it aside, exposing its contents.

His eyes widened as he beheld Daring Do crouching amongst the collection of pillows, tools and personal articles of the tent’s owner.

Daring grinned at him. “Hey.”

Galleon’s eyes flicked over to Max, his horn crackling with another spell, but it went out like a light when Daring lunged at him like a panther and tackled him to the ground.

In an instant, Max realised that she had seconds to act. She couldn’t break free of her bonds, but she could simply slip out of the shackles by making herself scrawny. Doing so took precious seconds and power from her diminished reserves whilst Daring wrestled with Galleon, but she eventually managed to wriggle free and join the fray.

She grabbed onto one of his flailing forelegs and attempted to pin him down, but he managed to yank her off balance entirely and pull her to the ground to join him and Daring in a tangled heap. They rolled and twisted over one another on the ground, kicking, punching and biting at whatever they could reach. Whenever he tried to get a spell off, Max or Daring would swat his horn to interrupt him. And when either of them tried to get a proper grip in order to find the straps and buckles to strip him of his armour, he never kept still enough for them to get any delicate work done.

Max gasped and wheezed when she took a couple of blows in the gut, then yelped when something hard struck her muzzle and cracked a fang.

Horse apples, Daring wasn’t kidding about that strength!

The sooner they got his helmet off, the sooner Max could directly incapacitate his mind.

Then, a thought occurred to her.

The ancient Equestrians made armour that was practically untouchable to telepathy and telekinesis, but presumably not magic, for their own convenience. She had both.

Wincing, Max drew upon her reserves and shapeshifted her horn back into place. She then grabbed Galleon’s helmet with her magic, but it somehow felt slippery and almost intangible, like trying to hold onto smoke with bare hooves. She increased her output and kept her magical field up for another couple of seconds whilst simultaneously trying to avoid getting kicked and elbowed, but it quickly became apparent that the ancient armour could distinguish between equine and foreign magic, and hers definitely fell in the latter category. His helmet only wobbled a little instead of flying off his head like she’d intended.

Galleon suddenly thrashed, and Max heard Daring’s sharp cry before he heaved and kicked her in the belly, hard enough to send her flying and crashing to the dirt a ways off. Then, quick as lightning, he brought his full weight and augmented strength down to bear on Max and pinned her limbs to the ground.

“You’ve been a thorn in my side for far too long, insect,” he growled.

Max squirmed and tried to throw him off, but to no avail. She felt like she had an anvil pressing down on her chest, driving out her breath inch by inch…

His purple eyes glowed almost as brightly as the menacing corona on his horn, and a mirthless smile curled his lips as he ground his hoof against her pinned foreleg, savouring her agonised gasp. “You should have stayed in your burrow and rotted in the dark, where your kind has always belonged.”

“Get away from her, you b—”

Galleon whipped his head around and fired a crackling bolt of magic at Daring, whose threatening words ended with a garbled cry when it struck her shoulder and left her convulsing on the ground. He then turned his gaze back to Max, readying another spell on his horn.

But before he could cast his spell, Max called upon the last of her reserves and shapeshifted her foreleg into a ribbon. Despite having his hoof still firmly pressed against it, the sudden shift in his balance startled him enough for her to yank it free, after which she whipped it up to his head and snaked it into his helmet from below, sliding up his neck, past his jaw and up to his temple.

Max then shifted her hoof into a crude hand with extremely dense clusters of neurons at the sucker-like fingertips, which she pressed to Galleon’s sweaty head at various points around his temple. She then swelled the rest of her leg back to its meatier dimensions so that she could make use of her muscles and hold it steady.

Galleon’s shout of disgust turned into a strangled cry, and his eyes rolled up into his head as Max began ploughing through the outer layers of his mind. His magic fizzled out, but she gritted her teeth and simply endured as he straddled her belly and pressed a left hoof to her throat and rained blow after blow to her skull with his right.

Despite direct contact allowing her access to his mind, the helmet still provided massive interference; traversing his mindscape felt like barrelling through a dark tunnel with hundreds of sticks poking at her from every direction whilst listening to a chorus of furious shouts through a broken radio, filled with static. His emotions also tasted like an assortment of sour and salty cereal mixed with sand and cardboard.

Still, she tore through his mental defences inch by inch until she finally got deep enough to freeze his motor functions.

Stop!

With a rasping sigh, Galleon finally relented.

He simply sat still on top of her, with a pained grimace etched onto his face. His left hoof remained firmly planted on her throat. Not enough to cut off her air entirely, but it still exerted enough pressure to throttle her intake. She could still feel herself weakening with every wheezy gasp.

Within the confines of his mind, though, he seethed and raged.

She didn’t have much time.

Max tried to remove his helmet with magic, but once again failed to do little more than rattle it. She had no free appendages to do it physically, and she probably didn’t have enough energy left to shapeshift her hand into something that could pry it off his head. Worse still, she couldn’t spare the concentration to drain him of love whilst simultaneously keeping him trapped in his mind like that – she couldn’t do both without utterly dominating him first.

Too much interference from his helmet and armour. She couldn’t overpower him.

Daring was still on the ground.

Max didn’t have the breath to cry for help, and she didn’t dare ping Ydrax’il for help. She needed every drop of willpower and concentration she had left to maintain her hold on Galleon.

Think, think, think!

They were locked in a stalemate, but it was gradually shifting back in Galleon’s favour. Max couldn’t get enough air, and each time he threw himself against the invisible chains she’d placed on his mind, she felt her already tenuous grip loosen just a little more…

Not enough power.

Not enough time.

Not enough air.

But just as her vision started blurring at the edges, inspiration struck for dealing with that last problem. If she couldn’t make him remove his hoof, she could bypass the need for an unobstructed throat entirely…

It only took a little of her reserves to shapeshift her innards to form a pair of spiracles at the sides of her chest. Max then greedily sucked in deep breaths, heedless of the raw chill of dry air directly flowing through the holes in her chitin and into her lungs. It felt gross and kind of disturbing, but so long as it soothed the burning sensation and cleared her head, she didn’t care. It bought her a little more time to think of a better solution.

Just then, a flash of teal light stung her eyes, and she blinked the stars out of them just in time to see Galleon’s helmet twisting and rocking to and fro, like a tight bottle cap being worked loose, until it finally got yanked off his head.

A teal glow faded from the helmet as somepony tossed it away.

Speckle?

No. Focus!

Removing Galleon’s helmet had purged some of the cloying, grainy interference from his mindscape, so it no longer felt like swimming through sandpaper. It gave her just enough clarity to penetrate the next level of his defences.

With a growl, Max clawed deeper into his mind and clamped down on every voluntary impulse he attempted to send to his muscles. His body armour still provided substantial interference, but it ultimately proved incapable of stopping her entirely. With a muffled groan, Galleon’s body slumped into a more relaxed state, save for intermittent twitching and clenching. His left foreleg even eased up a little on her throat, allowing her to properly breathe once more.

After testing her liberated airway, she discreetly shapeshifted a pair of chitinous sheaths to cover her spiracles and temporarily sealed them up. The last thing she needed was for Galleon to spot the holes and pack dirt into them, or worse, shoot lightning directly into her lungs; that would be an absolutely awful way to go.

[You… cannot win…]

Wait, what?

[Your kind will never defeat us... I will bury you here, if it’s the last thing I do…]

Max blinked. [Galleon?]

A mental snarl battered her mind just as he jerked a foreleg and punched her in the belly, driving her breath out in a wheezy cough. She ground her teeth and tightened her mental grip once more, ignoring the string of curses he fired upon her whilst she did so.

Since when was Galleon a telepath? Did he have that power all along? Or was he able to strike at her mind simply because she had direct, physical contact with his head? Had he somehow discovered a way to replicate telepathy with magic? His ping was weak and somewhat distorted, but definitely coherent…

Just then, a somewhat wobbly and disoriented Speckle stumbled into Galleon and blinked at Max whilst he leaned against his former leader for support. “Hey. What now?”

The mystery could wait.

“Armour off,” she growled. “Hurry!”

Galleon hadn’t given up yet, and keeping a firm lid on his thrashing mind still took a lot of her concentration and strength, despite the removal of his helmet. Speckle had merely bought her time, not total victory.

“Now!” she hissed.

“Okay, okay!” he murmured as he lowered his head to peer at the straps underneath Galleon’s armour.

But instead of getting to work, he kept squinting at them as if a collection of mere plates, straps and buckles constituted an intellectually challenging puzzle that required minutes of careful planning in advance of its disassembly. Either that, or he looked like somepony inordinately fascinated with the contents of Galleon’s armpits.

An insect-like buzz crept into her voice when she hissed at him again. “Sometime this year, please!”

Speckle blinked owlishly at her, then stuck his tongue out from one corner of his mouth as he turned his gaze back to Galleon’s armour. “I’ll… try. I’m still feeling woozy.”

“Suck it up, stallion. I can’t hold him forever!”

Speckle obliged, but he took forever fumbling with a single buckle. In the meantime, Galleon’s mind thrashed anew, and some of it actually spilled over into physical action when Max’s concentration slipped. She bit back a snarl when he jerked in place and stepped on her wing.

Just then, a mildly dazed Daring Do stepped into view, rubbing her forehead. She then blinked at Max and frowned at Speckle and Galleon. “You kids need a hoof?”

“Frigging hayseed, yes!” Max whispered hoarsely. She could already see sparks dancing on the tip of Galleon’s horn.

[Just a matter of time, foul abomination…]

Max tuned him out. Holding him still was hard enough without listening to the insults, though she couldn’t help hearing some of them anyway. She wondered what Queen Chrysalis would think about his insinuations about her parentage.

A couple of armour plates shifted out of formation as Daring and Speckle tugged their straps loose.

Max then yelped and jerked her head aside just in time to avoid a crackling bolt that arced from Galleon’s horn to scorch the ground. Meanwhile, his foreleg slowly rose into the air above her muzzle, quaking with clenched muscles and conflicting impulses as she desperately jammed his synapses with random noise.

One of his greaves popped off, accompanied with a satisfied grunt from Speckle.

A moan escaped Max’s throat as she scrunched her eyes shut. With each passing second, Galleon’s mental thrashing felt more and more like rubbing sand and glass into open wounds. She knew that he technically wasn’t damaging her, but that knowledge did little to dull the pain.

Worse still, exerting that much control on his recalcitrant mind made her head feel as if it had a snake slithering in through her ears and wrapping itself around her brain, squeezing harder and harder with every passing second whilst simultaneously upping the pressure until her skull felt ready to split. It throbbed like Tartarus, and she felt her control weakening with each horrid pulse…

A purple glow penetrated her eyelids, accompanied by an ominous crackle.

“Okay, that’s the last one!” Daring cried.

Metal clanged as heavy plates crashed to the ground around her. Some clipped her in the ribs and legs, but the pain proved inconsequential next to the sudden burst of clarity in her mind. A massive weight had lifted from her brain, and she felt as if she’d swum from the bottom of a salty mudflat into a freshwater river. She had work to do, and she could finish it now.

The last of Galleon’s mental defences crumbled as she threw the full force of her mind against it. Out in the physical world, she bucked him off, pounced on him, shapeshifted back into proper changeling form, and then held her open maw over his face as his horn fizzled out. Green, wispy magic leaked from his horn and flowed into her mouth, and she sucked in a greedy breath that filled the void in her chest with fleeting warmth. And this time, she took care not to meld with his personality whilst she fed.

More. Mine!

She dove in amongst his memories, ignoring his pained gasp, as she rummaged through them for the most succulent and exquisite to fill her belly. Most proved unattractive, especially the countless hours he’d spent in academia and in magical experimentation concerning ways to replicate telepathy – so that was how he had a rudimentary imitation of their power, and it explained his initial ability to hear Ydrax’il, too.

“—ey, maybe… —ould… take it easy.”

Eventually, she got tired of sifting through another speech at a cultist rally and simply devoured indiscriminately.

Something shook her shoulder.

“Max.”

For somepony so obsessed with power, Galleon seemed to have an awful lot of love. Not much family to speak of save for memories of his parents, too. But nevertheless, the void demanded, and Max devoured. She siphoned it off like a gaping hole at the bottom of a dam, heedless of his discomfort. He deserved it.

It tasted odd, though. Like overripe cherries on the verge of putrefaction. Filling, but somehow not very nourishing.

This isn’t love…

Wait. Am I eating… hayseed, is this what narcissism tastes like?

Galleon’s face contorted into a grimace, and he gasped for breath under her onslaught. He squirmed and thrashed, but she held him fast in both mind and body. Proper love and warmth lurked somewhere beneath that ego of his – she’d snagged some tasty morsels here and there, but she needed to push deeper.

She needed more of the good stuff.

“Max, that’s enough!”

She buzzed her wings threateningly. Get your own. This one’s mine!

Then, Max yelped when something smashed into her cheek with enough force to crick her neck. It neither toppled her nor severed the flow of emotions from Galleon, but it did help to dislodge the void’s hold on her, somewhat.

She glared at Daring – who’d raised her hoof for another punch – then bit back a snarl and shook her head as to clear the stars from her vision. “Horse apples, that was just… ouch. This really sucks.”

Daring frowned and drew her hoof farther back.

Max leaned away, holding her wings up in surrender whilst she gathered her wits. Then, after a couple of seconds of contemplating Galleon’s trembling form, she grimaced and nodded. “Right, sorry. Got a little carried away…”

The void howled its displeasure as she severed the connection, but she ground her teeth and forced herself to clamber off him and step a healthy distance away whilst she quelled the turmoil in her mind. Some of his memories had spilled over into her skull, flooding her thoughts with useless trivia.

“Huh. His real name’s Wrap Scallion…” she murmured.

Whilst Daring and Speckle looked at her with puzzled frowns, she gazed at Galleon’s stirring form whilst he lay belly up. Green coat, pale socks, and purple irises beneath his half-closed eyelids of the same hue as his magic…

Max grinned and sniggered. “Heh, come to think of it, he even looks like one!”

“Going… to… disembowel you,” Galleon murmured as he rolled onto his belly.

She sauntered closer and lowered her head to meet his eyes. “Yeah? You and what army?”

“Look out!”

Max grunted when Daring tackled her aside, just as a hulking pegasus slammed all four hooves into the ground where she’d stood. Despite missing his mark, Blizzard didn’t miss a beat and fluidly shifted forward to help a glassy-eyed Galleon onto his hooves. Meanwhile, Max, Daring and Speckle scrambled backwards to distance themselves from Furlong and Wind Shear, who swooped down and landed to make a defensive formation around their leader.

All three of them looked like they’d been keelhauled. Their coats were caked with dirt and drying blood, and their limbs were bruised and swollen all over the place. Furlong especially had an enormous lump on her head, and one of her fangs had cracked in half.

Max felt her ears flatten. If all three of them had come to Galleon’s rescue, then Ydrax’il…

[Suboptimal state. Insufficient to dominate them, but still combat-worthy.]

Max turned and sighed when Ydrax’il strode into view, dramatically clearing the space before him of all debris and smoke with an invisible, telekinetic shockwave. His wings hung in tatters; his tail and spinal crest had unnatural holes and rips going right down to the bone; and his chitin had cracked in several places around his chest and forelegs. Bluish ichor leaked from the worst of his injuries, and one of his ears looked like it had been sliced clean off. But despite all that, his posture remained stoic and menacing as he advanced, and his yellow eyes glowed with ominous power.

He’d fought all of them to a stalemate.

“Brother Galleon, we have to retreat,” said Blizzard as he checked him for injuries. “This isn’t a fight we can win right now.”

Galleon spat onto the ground and glared at Max. “You! You did this.”

“What am I, a sidekick?” Daring threw her hooves up into the air. “Come on, it’s not like she took on all of you by herself!”

“She kinda did at one point.” Wind Shear snorted, then levelled a contemptuous glare at Speckle and added, “Didn’t expect you to pick their side, though.”

Max heard Speckle gulp whilst he hid behind Daring Do, but at least he had the guts to retort, “They weren’t the ones who left me behind.”

Galleon didn’t seem to hear any of them. He had his eyes firmly glued to the disassembled suit of armour at his hooves, and his horn sputtered with feeble sparks as he attempted to lift the plates and straps with magic.

Several pieces wobbled up into the air, only to thump back to earth when Ydrax’il shot a screeching bolt of energy into the ground, spraying soil and sparks all over Galleon and his companions.

Whilst the lot of them sputtered and blinked dirt out of their eyes, Ydrax’il took a couple of steps forward with another crackling spell on his horn. “The next one strikes flesh. Leave, now.”

A second of pregnant silence passed between both parties as they sized each other up. Then, Blizzard broke it with a resigned huff before he grabbed Galleon and leapt into the air, defensively flanked by Wind Shear and Furlong.

“No, wait!” Galleon protested, reaching out with hooves to his precious armour; his sputtering magic no longer had the strength to snag it up and carry it along.

He rose higher into the sky, hanging limply beneath Blizzard like an oversized rat caught by an eagle. Growling, he then shook his hoof at Max and roared, “You’d best savour this victory, Maxilla, for it is fleeting and inconsequential. The time will come when I shall visit every horror and affliction upon you for bringing your detestable kind into our world. This I swear!”

Max stared with a somewhat loose jaw as all four of them shrank to specks in the sky, until they vanished into the clouds. Ydrax’il’s charging spell dissipated with a soft hiss.

Then, she gasped when somepony clapped her on the back.

“I think you’ve just made your first nemesis,” said Daring with a rueful grin. “Congrats!”

“Huh. Not sure it’s all it’s cracked up to be.” She flopped onto her back and groaned when her muscles cramped in protest. “Also, I need a vacation.”

Daring’s grin widened as she loomed over her. “I thought this was your vacation.”

Max snorted. “Yeah, careful what I wish for, huh?”

“Is… is it over?” asked Speckle.

An ominous air of expectancy stopped Max from answering. She cracked an eye open and saw Ydrax’il casually observing her, like a hatchery nurse waiting to see if a particularly dense grub could figure out which hole food was supposed to go into.

[What’re you looking at?] she groused.

He flicked his gaze to Daring and Speckle, then back to her.

Yeah, she didn’t need much brainpower to figure out what that meant.

Max turned and watched whilst Daring Do eyed a pile of ration packs scattered on the ground from the remains of a scorched tent, wholly oblivious to their silent conversation or Speckle’s question. She could taste their sweet relief and elation, and realised that Daring had either discarded or lost her helmet at some point in the scuffle. The void in her ached for a sip, and if she could drink them all in, harvest them to the very bones of their minds, then so much the better…

Nah. Buck that.

Out loud, she groaned and said, “Hayseed, it’d better be over. I feel like I’ve been blasted out of Canterlot all over again…”

“Hey, if you still have the energy to complain, I’d count your lucky stars and call it a pretty good adventure.” Daring trotted towards the scattered rations, scooped up an apple and took a crunchy bite out of it. “To the victors go the spoils!”

If Ydrax’il disapproved of her decision, he didn’t give any indication of it. No ping, no frown; nothing more than a parting glance her way before he stalked off with his eyes sweeping the ground, apparently in search of something.

“You okay?”

Max blinked and started when Speckle nudged her in the ribs. “Eh, what?”

“Are you okay?” he repeated.

She resisted the urge to snap, if only because she could taste genuine concern wafting from him. It wasn’t quite enough to suppress a snort, though. “Does it look like I’m okay?”

“Well, I guess not. I saw you take a real beating out there, including the part where you, you know…” He brought both front hooves together, then winced and flattened his ears when he forcefully pulled them apart. “Ouch. And eww… But then again, I wouldn’t know how badly a shapeshifter would be affected by that.”

“Yeah, well…” She waved a hoof vaguely in the air and let it flop back to the ground with a puff of dust. “I think I’m just going to lie here for a while.”

Just then, Daring swept aside a heap of tarp and hollered, “Hey kids, catch!”

Speckle yelped and brought up his magic just in time to stop an apple and a tin of biscuits from smacking into his muzzle. He stared for a couple of seconds, going back and forth between the provisions and the semi-razed camp as if considering the propriety of stuffing his face whilst ponies lay incapacitated around him.

His belly ended the silent debate with a deep growl.

After a sheepish chuckle, he bit into the apple and offered her the tin. She waved it aside.

He tilted his head. “Not hungry?”

Max groaned as she shifted to sit on her haunches. Her brain felt awfully heavy, as if it had sunken to the bottom of her skull, and it throbbed in tune to her heartbeat, on and off at seemingly random intervals. Psionic backlash from overuse had done a real number on her brain, and her other reservoirs hadn’t fared much better...

She then glanced at her stomach and rubbed it thoughtfully. A belch worked its way up her throat, stinging her nostrils with its acrid scent. Supping indiscriminately on Galleon’s narcissism might’ve been a mistake. She’d never had so much of something that could make her feel so paradoxically full and hungry at the same time. All fluff and no energy, it clogged her metaphorical insides, bloating her up to the point of vague, pervasive discomfort.

“Not for solid food…” she murmured.

Though some would probably help a bit.

Meanwhile, Daring had returned to them with a noticeable spring in her steps – excluding the limp in her right foreleg – chugging deeply from a dark glass bottle that reeked of fermentation. Upon seeing Max’s weary posture, she frowned and wiped her mouth with a wing before asking, “What’s that about solid food? You broke your teeth or something?”

“Huh? Oh, it’s not that. I think she just needs to feed on somepony’s emotions right now.” Speckle took another bite from the apple and hesitantly inched towards Max. “Do you need me to, umm…”

“No, no, I’m good,” she lied. “It’s not healthy for you to make another donation so soon after the last one. It’ll mess you up.”

Daring squinted at Max, from trebling hoof to quivering wing-tip and then shook her head. “Yeah, I’m not buying that. You’re starving, aren’t you?”

“Yeah, well—hey!” Max yelped when Daring sat next to her and pulled her close.

Daring then wrapped her in a bear-like hug and said, “Shut up and eat up.”

Any protest she tried to raise died in her throat.

Oof.

Daring’s approval and platonic affection certainly had a unique flavour that she couldn’t complain about. Max basked in it, swelled with its potency, and she felt flames dancing on her horn to burn away excess ego to make room for real nourishment.

The void egged her on, prodding and wheedling for her to really sink her teeth into Daring and drain her until all that remained was a mindless husk, but Max firmly slammed the lid on it and swept it to the back of her mind. No need to get greedy and ruin a good thing.

Especially this kind of thing.

Oh sweet horse apples, Daring Do is hugging me! DD fandom, eat your hearts out!

After a couple of seconds, Daring loosened up a bit and gave her a quizzical frown. “This is how it’s supposed to work, right? Otherwise I think I’ve just sent the shippers into a frenzy for no good reason.”

Max felt a grin coming on. “Wanna try a kiss and see what happens? It’s more filling, too.”

Daring rolled her eyes. “Don’t push your luck, kid.”

“Phew…” Speckle whispered to nopony in particular.

“Yeah, I’m good now. Ooh, that hit the spot.” Max pulled out of the hug and sighed when her restored magic flooded her bones, muscles and sinews with relief. She then saw the open tin of biscuits in Speckle’s hooves and casually popped a couple of them into her mouth. “Mm… these aren’t half bad, either.”

Daring stood up and groaned as she stretched and worked the kinks out of her limbs. “Okay, colts and fillies, break time’s over. We’ve got work to do.”

Max raised an eyebrow. “Eh?”

“Somepony’s got to clean up after the party, and I don’t think Galleon’s coming back to see his followers home.” Daring swept a wing around, taking in the wrecked camp and the dozens of ponies lying about. A grin then split her muzzle when her eyes settled on Galleon’s discarded armour. “Besides, I think a little work making sure that everypony’s safe and sound will be worth the souvenirs.”

“Do we really have to?” Max threw a dirty look at the cultists. “In case you’ve forgotten, they were all trying to turn us into pincushions less than ten minutes ago.”

Daring gave her a look.

“Sheesh…” Max rolled her eyes and grumbled as she got onto all fours. “Fine, mom.”

“Hah! You wish I was your mom.”

Max didn’t dignify that with a response.

“She’s got a point, though.” Speckle shifted nervously. “What if they attack us when they wake up?”

Daring shrugged, then turned to further survey the camp. “Something tells me that they’re going to be a lot more cooperative without Galleon preaching nonsense in their ears. In any case, there’s always the option of tying up the feisty ones.”

“A task that you will undertake without my aid,” said Ydrax’il as he stalked back into their midst. “We have reached the surface, and the threat is neutralised. Our bargain is fulfilled.”

“You sure you don’t want to stay and give this friendship thing a try?” Daring waved a wing at the gate at the far end of the camp, which stood half-open with a view of the dark jungle beyond. Long shadows reached out from the treeline in the setting sun. “It’s safer if we stick together out here, at least until we get back to civilisation.”

He shook his head. “I have pending tasks that cannot wait.”

Daring’s eyes flicked to the sealed doorway. “Wait, you’re not going back down there, are you?”

“Something just depleted auxiliary power in this sector. The gates here will not open.”

Max gave him an apologetic wince. “That… that was my bad, I think. I accidentally connected to the neural network back there and retrieved some combat-related data.”

“Justified collateral.”

Daring tilted her head. “Okay, so what’s the big deal? How do you fit into all this?”

“We had other outposts and maintenance nodes in this region.” His rippling voice then shifted to a slightly deeper tone as he turned his gaze to the mountains southwest. “I must secure them against future incursions like this one.”

“Fair enough,” Daring conceded with a nod. “Since we can’t drag everypony around for an extended field trip, I guess that’s that.”

“Indubitably.”

Ydrax’il then turned to Max and levitated something small and round to her. She instinctively reached out to receive it, and the inscribed rune brightened to a green glow when it came into contact with her upturned hoof.

“Your inheritance,” he said whilst gesturing at the sealed gate. “Someday, you may wish to reclaim the rest of your heritage, preferably with an army at your back.”

Max saw that he had his own rune stone embedded in his foreleg, and instantly imagined finding him a hundred years or so later, locked away in another lab filled with alien machinery and grotesque experiments.

“Thanks,” she said. Then, on a whim, she bulled through some throbbing in her brain to float it a couple of inches above her hoof with telekinesis and added, “Gotta say, though… it feels like psionic power is the real inheritance. It’s a lot more useful than a key to someplace I don’t want to visit. No offence.”

“For now, perhaps.” He then gave her a piercing look. “Word of caution: your brain requires at least fifteen percent enrichment of grey matter in order to perform psionics more advanced than telepathy and telekinesis. Enriched grey matter rapidly deteriorates with use, doubly so when it originates from surgical infusion such as yours. Do not expect it to last much longer.”

Max frowned. “Okay, so how do I bring it back up to speed?”

Ydrax’il flicked his gaze over to Daring and Speckle, then back to Max.

“Here comes the catch…” Daring murmured.

“Without a functional cloning facility to supply tissue cultures for consumption, sapient organisms will be your only viable source of suitable grey matter.”

Daring’s pupils shrank, and her ears flattened. “Wait. Are you saying…”

Then, for the first time, Ydrax’il flashed them all a genuinely toothy grin that came with an unsettling twinkle of amusement in his yellow, slit-pupiled eyes. “Affirmative. We eat brains to fuel psionic activity. Up until the last generation, it was an essential part of our life cycle. Given our recent modifications, experimentation is required to determine new extent of its role.”

Silence reigned for about five or six seconds, until Speckle broke it with an audible gulp and began inching away from him and Max, pale as a sheet.

“Naturally, desire to maintain sociable ties with equines will severely inhibit options for developing your psionic prowess,” Ydrax’il continued, gesturing at Daring and Speckle whilst boring his eyes into Max’s. “A familiar conundrum.”

“Eh heh…” Max gave everypony an apologetic grin, then rounded on Ydrax’il with a glare and drawled, “Great… Way to make this super awkward. Did you really need to make this information public? I’ve got enough addictions to manage as it is!”

“Foregoing grey matter has no adverse effects other than diminished psychic ability. Besides, analysis of your life’s experience indicates that ponies appreciate honesty. You will benefit from this in the long term.”

“Yeah, we do.” Daring had tensed up considerably, and Max noticed that she had brought her mental guard up, too, when she narrowed her eyes at him. “But I’m more worried about what your angle is with everything here.”

Ydrax’il regarded them with what looked like an attempt at a reassuring smile – which practically screamed Scheming Dark Lord to Max more than anything. “Consider this peace offering: you know one of our weaknesses,” – he then tilted his horn towards Galleon’s dismantled armour – “and you have recovered thaumic artefacts that nullify our greatest advantage over you. When our kinds next meet, I hope it will be on more equitable terms.”

Daring raised a hoof to object, then slowly lowered it. “Can’t argue with that, I suppose…”

“Then we part ways.”

Despite looking like he’d experienced the business end of a morning star – what with ichor leaking out of cracks in his chitin and his shredded wings – Ydrax’il somehow managed a smooth, languid bow with noble poise and dignity. Then, he turned and stalked off towards the camp’s gate without another word, wending his way between and around the debris and unconscious ponies left in the wake of their skirmish. A stray cloud of smoke wafting on the breeze obscured his form for just a moment, flashed with yellow-green light, and then revealed empty space where he once walked.

Max heard neither the pounding of hooves nor the buzz of wings in the distance, and a quick scan with her mind found no trace of his physical or mental presence, either.

After glancing around for a couple of seconds, Daring pouted and clapped her hooves softly. “Okay, that’s actually pretty good. For a guy who’s been half-dead for centuries, he sure knows how to make an exit.”

“I’m not sure I feel comfortable knowing that he’s out there in the world,” Speckle murmured whilst he nervously munched on the rest of his salvaged biscuits. “I know he helped us, but maybe Galleon had a point. I can’t help feeling that we’re going to end up fighting him one day.”

“Well, you can bet I’m gonna be informing Princess Celestia about this development.” Daring squared her shoulders with a wince and sighed. “Besides, we’re in no shape to put him on probation, much less try him for crimes his civilisation committed against ponies long gone. We’ll have our hooves full just making sure everypony here makes it back to civilisation in one piece.”

“Speaking of which…” Max tilted her head to direct their gazes towards a splintered stick with a little, white rag tied to the end of it, feebly waving in the air. A dusty and battered earth pony stallion held that stick, peeping up from behind the half-collapsed wall of a workshop whilst two others huddled behind him.

“We surrender, Daring Do!” he called out with a quavering voice. “Please don’t let the monsters hurt us anymore! We just want to go home!”

“Home sounds real good right about now,” Daring said in an undertone. She then gave Max a pointed look and cocked an eyebrow. “Think you can keep it on a leash?”

Apprehension hung thick in the air, stirring her appetite, but with the recent boost from her idol, she didn’t have too much trouble burying it at the back of her mind and tuning it out. She could do this.

Max heaved a deep breath and set herself ablaze as she let it whoosh out. When the green flames died down, they left her standing as Sunny Spring, her old earth pony persona.

Feels like a lifetime since I last took this shape…

After walking in a small circle to test her balance, she trotted over to Speckle and extended a hoof. “Hey. Sorry about being a little rough with you back there. Think we could at least work together a little longer until we get home?” She then hazarded a rueful grin and added, “For what it’s worth, I promise to keep my hooves to myself the whole time, unless asked otherwise.”

He’d recoiled at first, but after getting an encouraging nod from Daring, he hesitantly inched his hoof forward, pausing just an inch away from hers. “No brain-eating?”

Max made a retching noise. “Please. I’m trying really hard to forget the idea.”

Speckle closed his eyes and sighed. When he opened them again, she tasted renewed determination and a small measure of astringent courage radiate from him as he nodded and bumped hooves with her. He then looked her in the eyes and said, “Yeah, I think I could work with that.”

Daring nodded in approval. “Awesome! Let’s get to work.”

* * * * *

Rounding up the remaining cultists and herding them into improvised, temporary shelters proved a lot easier than Max had anticipated. Most of them were too injured, tired or drained to care much about the fact that she was the one who’d terrorised them within the last couple of hours. Either that, or they were too bamboozled to connect the dots and figure out that she was simply in disguise.

A few of them did flee on sight and attempt to make a run for it into the jungle, but they didn’t get very far on account of their condition and had to be coaxed back into the safety of their camp. Speckle and a few other cultists were pretty helpful in that regard, and between the whole lot of them, they soon had everypony fed, stitched up and resting on ratty mattresses within a couple of hours, including three bound and gagged ponies who’d freaked out and created a hysterical ruckus when they got wind of Max’s presence.

Forty-six of them remained in total, roughly two thirds of Galleon’s original congregation.

Short Fuse wasn’t amongst them. Probably disappeared whilst they were busy fighting Galleon, but since he was a pegasus, Max didn’t think she’d have to worry too much about him finding his way home safely. The same went for those who’d already fled by sky wagon.

Once equine concerns were out of the way, Daring Do assigned Speckle and a few other half-groggy unicorns to work on jury-rigging the remaining pair of sky wagons to magically increase their lifting capacity, and to maybe extend that lift to two or three more carts. With Max and Daring as the only fliers left, they’d have to rely on magic to compensate and keep the rest of the caravan aloft.

Whilst Speckle and the others worked on reinforcing and enchanting their transports-to-be, Daring and Max went around cataloguing whatever interesting artefacts the cultists had uncovered in the ruins. The workshops and storage wagons had a few scraps and doodads that might’ve once been part of some ancient machinery or decorations, but none of them proved as interesting as Galleon’s armour and the helmet they already had. Ydrax’il hadn’t been lying about the loss of power, either, so that left one set of ancient armour locked away behind the stone door, and no amount of cursing on Daring’s part could get it to open. The neural network was dead silent, too.

“So… what’re you going to do with these?” asked Max as they headed back to the sky wagons, pushing a creaky wheelbarrow laden with Galleon’s armour, two helmets and ancient scrap. “Don’t tell me you’re sending them all to a museum.”

“You’ve read all my books. Shouldn’t you know by now?”

“Yeah, well, I’ve also learnt not to trust everything AK Yearling writes,” Max retorted. “You telling me you’ve never abused any magical stuff you’ve come across? Not even once?”

Daring gave her an indignant frown.

Max stared back.

After a moment of silence, Daring’s frown twisted into a grin. She then thoughtfully rubbed her chin with a primary feather whilst they slowed to a sedate stroll and said, “Well, I could tell you about that one time I got a little carried away with an ancient relic, but trust me, you wouldn’t want that because you’d never look at me the same way again.”

Max rolled her eyes. “Hey, I apparently eat brains now, so I’m not going to judge.”

“Well, okay. But I take no responsibility for what’s to come.” Daring surreptitiously scanned their surroundings, then leaned closer and said, “There was that one time I had the Black Sceptre of Dromedas in my possession…”

The Rod of Tyrants. Book Four.

An image of an obsidian sceptre embossed with chains, bones and gold trimmings, topped with a huge amethyst gemstone fashioned into the likeness of a screaming pony’s skull flashed in Max’s mind. Daring Do had braved an entire tomb’s worth of traps and beasties whilst being chased by grave robbers in order to pry the relic from the mummified hands of a long-dead minotaur king.

“Yeah, I know the one. You had it all to yourself when you were trapped in the exit cave and waiting for the tide to recede,” Max said, frowning as more of the written scenes came back to her. “But didn’t the book say it was not magical? How do you abuse something with no power?”

“We’ll get to that in a sec.” Daring waggled a feather at her. “You remember what else was in the cave?”

She racked her brain for a second, then shrugged and ventured a guess. “Bioluminescent fungus? That’s all I can remember.”

“Yup. The local folk call it Bull’s Cap.” A weak chuckle escaped Daring Do as she shook her head, gazing into the distance at some memory. “It turns out that bioluminescence isn’t the only thing special about it. The spores have another, umm… popular effect on ponies – one that wouldn’t get past a teen rating for the books.”

Max snorted. “Let me guess: you got hi—”

“No-no-no, the other popular kind of effect!”

After blinking for a couple of seconds and drawing blanks, Max had just opened her mouth to argue when it finally hit her. Raising an eyebrow, she peered at Daring and said, “Okay… I think I’ve figured out what that other thing is, but what does that have to do with—”

Daring held up both front hooves and mimed a rectangular frame at her. “Picture this: little old me trapped in a dim, dank cave, exhilarated and filled with a heck of a lot of pent-up energy from fighting bad guys and evading lethal traps, breathing in those spores all night with absolutely nothing else to do. And hey, I’ve got this little relic that happens to be conveniently shaped like a—”

“What?” Max thought she heard glass cracking inside her brain. She felt an eye twitch, and then glared at her and said, “Okay, you’re pulling my tail. There’s no way that one’s true!”

“You mean like how Daring Do can’t be real?” Daring's eyebrows waggled mercilessly. “Sure, that sceptre had no magic, but oh boy did it feel magical, if you know what I mea—”

“Aagh! T-M-I, T-M-I!” Max shrieked, flattening her ears.

Daring cackled like a bad Nightmare Moon play actor and elbowed Max in the ribs. “You know, I did try to warn you. This mare you idolise? She’s a degenerate.”

“Ugh, that was… just… eww.” Max covered her face with both hooves and moaned. “Guess that’s why they say ‘never meet your heroes.’”

“Hah! Look on the bright side; it’s that much easier for you to be a hero yourself.” Daring thumped her on the back and flashed a good-natured smile. Then, that smile gradually bent itself out of shape and turned into a thoughtful frown as she rubbed her chin and muttered, “A little too easy, actually. I’m almost getting the distinct impression that I’m being upstaged in my own story…”

“What, you mean like a bad O—”

Max’s voice petered out as she really considered the words on the tip of her tongue. Everything that had transpired since their descent into the Arthraki underworld raced through her mind with stark clarity, from taking a crossbow bolt in the thigh to rampaging through Galleon’s camp.

Oh. Oh, grub.

She abruptly slumped and sat on her haunches. “I’m a terrible OC.”

“What?”

Max did a thousand-yard stare as she considered the implications and how the fandom would react if AK Yearling wrote her into the series with strict adherence to reality. Then, a hysterical giggle escaped her throat when she looked at Daring with a stiff grin and said, “Think about it. I’m practically immortal, I have psychic superpowers, I can transform into an edgy, rampaging behemoth, and I got to steal the spotlight from you, the main character, several times already!”

Daring frowned. “Well, maybe a little, but—”

“Heck, I got to hang out with you as a plot-essential sidekick the entire time and even got hugs and stuff, which you can bet that ponies are going to overanalyse to death with social commentary. And shipping… all the shipping. This outcast changeling is totally Daring Do-approved, just like any amateur’s first fanfic protagonist!” Max threw her hooves up into the air. “If I was reading about me, I’d call me out for being a blatant self-insert for wish-fulfilment!”

“Hang on, don’t you thi—”

“Then Galleon declared me his nemesis instead of you, breaking a series-long tradition. Me being a nemesis implies I’m a recurring character, and when you mix that with everything about me before… you know what the fans are going to say?” She giggled hysterically again, then planted her face into the dirt and moaned. “Your fandom is going to have a civil war centred on my inclusion in the series! Ugh, I’ve spent ages getting on ponies’ nerves criticising their awful fanfic characters, and it’s just my luck that I’m now the living embodiment of awful character design. They’re going to say, ‘That changeling’s a bad OC! The series is ruined forever!’”

That last part almost came out as a shriek and drew a few curious eyes from ponies around the camp. Daring Do waved their concerns away with a wing, then cocked an eyebrow and stared at Max for a few more seconds whilst she hyperventilated.

“You know, I could just tone down your prominence in the final draft if it worries you that much,” she said with a wry grin. “It’s not like I’m on contract to write things exactly as they happen.”

Max took a deep breath to calm her nerves and sighed as she got back onto all fours. “Yeah, I guess you’re right. I’m just being stupid…”

“To be fair, you’ve been through a lot in the past forty hours,” said Daring as they continued pushing the laden wheelbarrow back to the wagons.

Something continued niggling Max at the back of her mind, though, and it only took a moment of sedate trotting for her to pinpoint the issue. Doing so brought a frown to her face, and she wasted no time in giving Daring a pointed look. “Wait, you just spoke as if you’re the one writing the book…”

“Hmm? Oh, I meant that I’ve got a big say in what Yearling writes. After all, I’m her source of information,” Daring said without missing a beat.

“Huh. I see,” said Max, averting her eyes.

She saw, all right. That response felt a little too smooth and canned, like a long-rehearsed phrase. And it since it just so happened that Daring wasn’t wearing the helmet at the moment, Max had detected a distinct shift in her ambient emotions from sincere spontaneity to guardedness. Come to think of it, she hadn’t displayed any confusion regarding what an OC was, shipping practices, or Max’s prediction of the coming storm…

Max stole a glance at Daring, who’d already turned her eyes towards their destination.

She wasn’t wearing the helmet.

Maybe a quick look wouldn’t hurt…

Her brain throbbed in protest, but she ignored it as she probed Daring’s mental defences. It was mostly solid, in the sense that she didn’t have any stray emotions for psychics to pick up on. But Max had real telepathy in her arsenal, and she didn’t take long to find tiny gaps that she could slip through. After all, she only needed to peep and gather information, not dominate her will.

Time slowed as she parsed the intricacies of Daring’s mind with the precision and delicacy of a scalpel. If she did it right, Daring wouldn’t even notice.

Just a little deeper…

And… there. Nestled in the depths of Daring’s psyche, she found a tightly weaved web of secrets that echoed with adventure and intrigue. But when she gave one of the threads a metaphorical tug, the entire thing unravelled with alarming speed and ensnared her with a flood of information.

Oh. Oh, hayseed.

In that instant, Daring slammed her hooves into the ground and skidded to a halt. She then rounded on Max with a glare and snapped, “I felt that! Did you just poke around inside my head?”

Max jaw dropped. “Oh, grub. You’re not just real; you’re actually AK Yearling, too!”

Daring gave her an exasperated growl and stomped a hoof. “Damnation, Max, I didn’t think we’d need to set boundaries for this sort of thing! That was not cool.”

She knew she had to apologise, but her brain hadn’t yet finished processing everything that she had pinched from Daring’s mind. It encompassed a surprisingly organised set of mental notes for each and every adventure that had been novelised, including many that had been too short or insignificant to warrant much attention. The list went right from her very first book, up to the latest one that was in the final stages of editing and—

Max wilted as she beheld the details. Her ears went flat, and she wobbled on legs that felt like they had turned to jelly. “That can’t be right… I saw something about the Ahuizotl and the Sword of Aeons in there. But that happened three years ago, and you’ve already published Temple of Chicomoztoc, which you went to only after that!”

“I don’t write or publish everything in chronological order.”

Max whimpered.

“Let me guess…” Daring peered at her with half-lidded eyes and smirked. “You spoiled yourself some details of the next book, didn’t you?”

Max simply nodded, feeling her chest heave and spasm in fitful bursts.

“Hmph, serves you right,” Daring said with a flick of her tail. Then, upon noticing Max on the verge of exploding, she leaned closer and whispered, “Which part was it?”

“It was – the freaking – climax…” Max said through clenched teeth.

“Ooh, that’s rough. I mean, you still kind of deserve it, but… yeah.” With a sympathetic wince, Daring retreated several paces away from her and covered her ears. “Go right ahead and let it out.”

Max filled her lungs, turned her eyes skyward and then screamed with every fibre of her being. Her throat ached from the sheer force of it, but she didn’t care.

Stupid grub. Stupid, stupid, stupid!

Eventually, she ran out of breath and sank onto her haunches, panting like she’d just run a marathon. Her scream still echoed in the distance, a haunting testament to her folly that the local primitives might even mistake for the anguish of an eldritch spirit.

Daring tentatively lifted her hooves from her ears and shook her head as she glanced around the camp. “Phew, that’s a good set of lungs you have there.”

“Yeah, go me.” Max hauled herself back onto all fours and sighed. “Let’s get out of here.”

“Heh. Won’t argue with that.”

Ponies gave them a very wide berth when they reached the gathering at the sky wagons, and it took a substantial bit of diplomacy and cajoling on Daring’s part to convince them that Max wasn’t about to go berserk again after a scream like that. Still, with some help from Speckle, they managed to convince almost everypony to cooperate in loading and boarding the carts and wagons for the flight home. Those too weary to help simply slept it off, whilst the more recalcitrant ones remained tied up next to the supplies.

Within about an hour, they had everyone and all the essentials in the wagons, all securely linked and lined up in the clearing outside the camp walls. Two sky wagons and three enchanted carts in total; the plan was to have each of them assigned to pull a wagon with carts attached, two attachments for Max and one for Daring on account of her damaged wings.

Given the absence of other flyers to contribute wingpower, they’d probably need to stop and rest frequently on the ground or on clouds as weather permitted, and the unicorns would have regular rotations recharging the spells for reducing drag and increasing lift on the carts and wagons. It was probably going to be a tiring, janky ride, but everypony reluctantly agreed that it was their best shot at reaching the nearest town before their scant supplies ran out. They simply couldn’t carry enough in flight, and nopony fancied another trek on land.

Max sat on a boulder out in the open, mentally tallying her magical reserves and weighing it against what she would need for the task at hoof. Meanwhile, Speckle assisted Daring Do with the ancient armour, as it wasn’t quite as easy to put on as they’d expected.

“Hold still, almost done… there!” said Speckle.

As soon as the last plate clanked into place, Max heard a gasp from Daring Do, and she turned to see her trembling in place as the magical runes pulsed with gold light. Her wings flared out as she gritted her teeth and scrunched her eyes shut, and the air practically tingled with latent magic as the armour’s enchantments went to work on its new wearer. Tattered and clipped feathers fell from her wings whilst new ones sprouted to replace them – not completely, as they didn’t mature all the way, but they certainly made her look at least somewhat flightworthy again.

Once the runes had dimmed and faded away, Daring opened her eyes and whistled as she flexed her restored wings. She then trotted in a small circle with renewed vigour in her steps, including her formerly limping right foreleg. “Wow, I guess ponies are right when they say things aren’t made like they used to. I feel like a million bits right now.”

Max shot her a grin. “Keeping it? I won’t say a word.”

“Don’t tempt me, you devious bug.” Daring pointed a feather at her with mock severity. “Despite what you’ve seen, I still have principles.”

“I’m just saying: if you ever decide to go rogue or become an anti-hero, come find me. I’ll still want to be your Number One sidekick-slash-minion,” Max retorted with a wink. “Your series could use the twist; it could lead to a heart-breaking redemption arc later on. Everypony will go nuts over it!”

“Not that anypony cares, but I think the world could do with fewer crazy ponies running around,” Speckle murmured as they trotted back to the makeshift caravan. He then shuddered and added, “I think I’ve gotten enough grey hairs just from one adventure with you ladies.”

After chuckling to herself, Daring stretched out her wings, draped them over their shoulders and gave them each a hearty shake. “Come on, pain and suffering builds character, and I’d say that you guys are all right in my book by now.”

Upon re-joining the others and completing a last-minute checklist, everypony got into their assigned stations. Each cart or wagon had at least two competent unicorns apiece for renewing flight enchantments, whilst the rest spread out as evenly as possible to keep the transports balanced and steady.

Ponies murmured amongst themselves as Max slipped loosely into her harness, which looked far too large for somepony of her current stature, let alone the fact that she still wore her wingless earth pony form. She could feel their watchful eyes on her back and taste their curiosity in the wind, tinged with a bit of apprehension.

Meanwhile, Daring had already finished getting harnessed up and hollered, “Okay, boys and girls, just a heads up. Since our resident changeling doesn’t have magical, strength-enhancing gear like yours truly, she’s going to transform into something appropriate for hauling our flanks back to civilisation. We’ve already established that Maxilla is on our side, so nopony panic, okay?”

More nervous murmuring.

“I’ll take that as a yes.” Daring then turned to Max and gave her a feathers-up.

Here goes…

Max closed her eyes and shivered as green flames swallowed her body. The creaking and grinding of bones sounded unnaturally loud in her ears, as did her heart and lungs as her body expanded and stretched out in every direction. Her neck and tail elongated and grew muscular; new digits sprouted from the sides of her fetlocks and swelled into separate toes; bony protrusions burst from her back and branched out to form webbed wings; a pair of curved horns extended from her skull just above her ears; and her coat receded into her skin whilst brown scales erupted to replace them.

When she opened her eyes, she found just about everypony staring at her with wide eyes.

Max examined herself and flexed a clawed hand, then stretched her broad wings and admired the way the evening sun reflected off amber-like scales scattered amongst the duller, brown ones. Unlike some of the adolescents and juveniles she’d seen depicted in art or the lumbering beasts she’d occasionally watched from afar, she was a graceful yet powerful, perfectly-proportioned dragon, only downsized to roughly thrice the size of a pony so that she could fit snugly into the harness.

Oh yeah, now this is what shapeshifting is all about!

Unfortunately, a whiff of acrid-yellow fear soured the moment, and she had to pause and tamp down the growing urge to rip off the harness and sup on the feast before her. Thankfully, her belly didn’t growl, despite the void’s incessant clawing at her innards. Daring Do had trusted her thus far, and she had every intention of vindicating that trust whilst she still drew breath.

If Daring had noticed her little hitch, she gave no indication of it as she whistled in appreciation. “Not bad.”

Max smiled back, displaying a significant proportion of draconic teeth.

Shen then looked over her shoulder and saw Speckle peeping out from the wagon with a nervous grin, if a little pale. The others didn’t quite share his confidence, judging by their flattened ears and the way they all huddled together.

“Everypony ready?” she rumbled.

“A—all clear,” Speckle affirmed.

In response, Daring dug her hooves into the dirt and pawed at the ground. Then, upon finding suitable traction, she cried, “Hold on to your flanks, everypony. We’re going home!”

After a bit of a bumpy running start and an assortment of gasps and yelps from everypony on board, they leapt into the air and cleared the treetops, rising higher and higher until the clouds loomed above them like a purple-pink ceiling. Then, Daring Do whooped as they punched right through the clouds like a geyser. Max grinned at her and responded with an elated roar of her own, savouring the warm caress of the sun’s last rays. By then, even the most fretful amongst their passengers had set aside their misgivings when faced with the majestic sea of pinkish-orange fluff beneath them.

They were going home.

Author's Note

I hope you like long chapters, 'cause this one got away from me again, and I couldn't find a neat spot for dividing it into two satisfying pieces. :twilightsheepish:

Chapter 12

A bolt of lightning zigzagged across the ceiling of black, rain-pregnant clouds. The sparse gaps only allowed a little bit of dark, teal sky to peep through here and there, but they still provided Max’s keen eyes with plenty of light to see everything she needed.

Like emaciated claws reaching for prey, the jagged spires of the hive rose into the sky and cast long, barely-visible shadows onto the vast stretch of barren land between her hooves and the main entrance cavern. Several spires had collapsed, and she saw gaping craters in the hive’s sloping walls that hinted at the work of siege weapons or cataclysmic sorcery.

Stray drops of rain pattered against her chitin as she buzzed her wings and sped across the Badlands. The cold air was thick with earthy scents and the desperation of critters starving deep in their burrows.

Home, sweet home…

Around the midway point between the start of her flight and her destination, she noticed tiny figures swarming out of the hive like ants, and they gradually assembled at the base of the slopes to form a defensive semicircle. Something about them looked a little odd, though, and the closer she got, the more they convinced Max that getting all touchy-feely with the ponies hadn’t done them any favours. The garish combination of bright colours alone would’ve given Queen Chrysalis a stroke.

Max dropped to the ground roughly a hundred paces out from them and casually trotted the remaining distance, savouring the apprehensive looks everyone gave her. All in all, about a thousand of her siblings had lined up to protect the hive. Two changelings of dignified stature with distinctly thicker chitin, iridescent wings and curved secondary horns strode out of the crowd to meet her.

They did not look very happy, if the frowns and stiff postures were anything to go by, and lesser changelings might’ve been intimidated by their height. But Max didn’t let that dampen her spirits for such a momentous occasion. After all, the time had come for her to exact a little compensation for her humiliating exile, preferably starting with their total surrender.

“Who’re you?” asked the shorter one when she came within earshot.

Max sauntered closer, stopping only when he held a hoof up and buzzed his wings threateningly.

Unfazed, she simply smiled and said, “Me? I’m just a little bug who’s come back to claim her inheritance – maybe with a side of revenge, if I’m in the mood for it.”

“I don’t recognise you,” said the taller one. He then frowned as he appraised her from hoof to horn. “And I would very much appreciate it if you didn’t threaten us like that. I am Prince Thorax, son of Queen Chrysalis.”

Max returned his critical gaze, pausing briefly on his glittering wings, then cocked an eye ridge and said, “Really? You don’t look like her.”

His shorter sibling stomped forward and growled, “Yeah, well, the hive’s under new management, and Thorax’s in charge. You don’t look like anyone important, so you’d better get lost before I personally kick your flank halfway across the continent!”

Max blinked a couple of times, then grinned and pointed a hoof knowingly at him. “You sound like her. You’ve really let standards slip around here, Pharynx.”

“Wait, Maxilla? Is that You?” Thorax’s eyes widened as he gave her another once-over. “What happened to you? What’re you doing here?”

“Oh, you know… I accidentally got myself dragged off on a journey of self-discovery. I got to fight monsters, got turned into a monster, and I got exploded into a dozen pieces… And like I said, I’m here to claim my birth right.” She then flared her wings and gestured imperiously with a hoof to the swarm of changelings standing nervously behind her brothers. “Kneel. Your true queen has returned.”

“Yeah, that’s not going to happen,” Pharynx quipped.

He ignited with a burst of green flames, expanding as thick, heavy plates grew over his regular chitin and additional legs sprouted from his torso, until he towered over everyone present. His serrated claws dug furrows into the ground as he raised his head and unleashed a chittering roar, and then he lunged straight for her with his spurs poised for crippling blows.

Max simply raised her hoof.

And then the hive collectively gasped.

Aside from the slightest of tremors, Pharynx was perfectly frozen in mid-leap, his spurs barely a couple of tail-lengths away from her muzzle. So perfect was her telekinetic hold on him that he could barely even twitch, and a distant observer might’ve even mistaken him for a statue, albeit one with no pedestal or platform.

She then reached into his mind, slicing through his feeble defences with laughable ease, until she interfaced with his nervous system and wrested control from him. With a simple impulse, she then aborted his transformative magic and shrank him back into his regular form, still frozen in place.

Pharynx stared at her as he strained against his invisible bonds and grunted, “It’s… not… possible…”

Max smiled back and chuckled. “Darling, you have no idea what’s possible.”

With that, she hurled him over the crowd with a flick of her mind. He whooshed through the air in an arc, buzzing his wings and flailing his legs in a futile attempt to correct his trajectory, until he slammed into the hive’s slope and sent up a shower of dirt and stones over everyone below.

Thorax squeaked and retreated back a couple of steps, then threw a nervous look over his shoulder and said, “Guys, a little help?”

No one moved a muscle.

A couple of seconds later, Pharynx popped out of the little crater he’d made in the slope, coughing and sputtering. He then ground his teeth when he saw Max and leapt into the air with a roar. “Swarm! Defend the hive!”

That finally stirred them into action. The air positively vibrated with the buzzing of hundreds of pairs of wings, and the ground shook with the thunderous impacts of hundreds of hooves at full gallop. They spread out in every direction around her like the tide around a rock, then converged on her like a cresting wave.

Max sighed. Fine, I could use a little exercise, anyway.

She slammed a hoof into the ground, and the earth around her instantly depressed into a crater that erupted at the rim, staggering her grounded assailants and throwing dirt and stones into the eyes of aerial attackers. They cried out in a chorus of grunts, yelps and squeals, to which she responded with an expanding, telekinetic dome that repulsed them, just like at the failed Canterlot invasion. It left a field-sized circle of wind-swept rock and dirt around her, ringed by a colourful pile of her squirming, dazed siblings.

“Oh, how I’ve waited for this moment!” She took a refreshing breath as the clouds overhead unleashed their torrential rain in earnest. “Anyone else want to have a go?”

To their credit, at least a third of her siblings snarled in reply and lunged at her.

Lightning flashed in the black sky as Max leapt into the fray with the grace of a swan and the unrelenting ferocity of a honey badger. She dodged and ducked, wove and twisted to evade their bucks and bites, even changing shape on the fly to grapple and maximise leverage as necessary. Sometimes she rewarded their efforts with kicks and punches, others she simply grabbed and used their own momentum to redirect or even slingshot them into their allies. She’d learnt a lot from watching Daring Do fight, and she put every second of that experience to good use.

The seconds turned into minutes, and after she’d had her fill of making a mockery of their swarming tactics, Max allowed them to strike her directly. The blows they rained upon her had little more effect than beetles ramming themselves against a glass window, and she withstood them all with a contemptuous grin on her muzzle.

“That all you got? I can do this all—gah!”

Pharynx and Thorax burst through the swarm and simultaneously delivered flying bucks to her cheek. It wasn’t quite enough to knock her senseless, but it did rattle her teeth and impart enough force to make all four of her hooves dig furrows into the ground when she braced herself, skidding as she bled off kinetic energy.

“Everyone, use your magic! Concentrate fire on my mark!” Pharynx yelled.

Hundreds of horns flared to life, forming a sea of green stars before her, and they all converged into one massive beam of crackling energy. With no time to put up a magical barrier of her own, she had no choice but to hold fast.

She braced herself once more and allowed the beam to slam into her.

Its roar filled her ears and its light blinded her, but she had enough augmented brainpower to process the sequence of tasks necessary to mitigate the sheer amount of power levelled against her. Microseconds ticked by as she hardened her chitin, modified her nerves to absorb magic, cast a spell to assess the nature of the rock melting around her hooves, and then burned off the cataclysmic amounts of energy by transmuting the slag into diamond. It sufficed to redirect the vast majority of power that would’ve otherwise turned her to ash.

Eventually, the swarm exhausted its collective might, and the monstrous beam petered out.

Max stood on a disc of diamond, inside a ravine of molten slag. Steam and smoke wafted from the glowing edges of her chitin as she lifted her gaze to meet the swarm’s. The line wavered, their bodies slumping and shaking from the extreme expenditure of love energy. She saw fear in their eyes, in the way their slack jaws trembled.

As soon as enough heat had dissipated for the rain to come crashing back down, she gave them all a toothy grin and whispered, “My turn.”

Her siblings wailed and broke formation as she charged straight into them. Dozens of tentacles sprouted from her back, which she then used to grab and drain them of what little love they had in store before tossing them off like empty juice boxes. Thorax and Pharynx turned tail and ran, but she easily caught up to them, leaping over or barging through anyone in her way until she could grab and pin them to the ground with her tentacles.

She then cackled as she towered over her helpless brothers. “Ready to abdicate?”

Thorax gave Pharynx a desperate look. “You know what we must do!”

“I do?”

“Yeah. We have no choice!”

Max tilted her head and frowned. “What are you grubs talking about?”

Thorax glared at her in defiance and puffed out his chest. “The power of friendship!”

“What?”

A pinkish-purple glow suffused his chest, getting brighter and brighter until it coalesced into a beam of warm light that reeked of rainbows and sugar sprinkles. Pharynx reluctantly grabbed Thorax’s hoof, and immediately began displaying similar symptoms.

She hissed and backpedalled as more and more of her siblings joined hooves and did the same, but she quickly realised that they had somehow surrounded her and cut off all retreat. When she spread her wings and leapt into the air, she bounced against the mass of glittery, oversized clouds and rainbows overhead and crashed back onto the ground, which had incidentally sprouted a carpet of daisies, tulips and a whole lot of other overly-sentimental flowers.

Warm, bubbly sensations began spreading from the tips of her tentacles, turning the glistening, black skin into disgustingly pink fuzz. Too late, she tried to shapeshift them out of existence, but the warmth had already infected her chest and was creeping into her brain.

“No!” she cried as she rubbed at the splashes of bright green, purple, gold and pink spreading on her chitin. “What kind of horse apples is this?”

“The magic of friendship!” the swarm chorused with broad smiles and heart shapes in their eyes. “Join us, sister!”

A smile tugged at the corners of her mouth.

“Aagh! No!” she screeched.

“One-of-us! One-of-us! One-of-us!” they chanted as they stalked closer and closer.

She tried barrelling past them, but the throng of bodies pressed in around her, snuggling and cuddling her until she could barely move. The void in her squirmed whilst the saccharine warmth invaded her chest like tree roots, until it finally broke through and flooded the vast emptiness, drowning it with sparkles and cotton candy. Max felt a smile creep onto her muzzle as it swelled her thumping heart up with so much joy that she could almost pop and not mind a bit. Her holes filled up, and all the sharp edges on her wings and tail rounded out.

They eventually released her, and Thorax trotted up to nuzzle her cheek.

“How do you feel?” he asked.

Max glanced down to admire her glittery chitin, then beamed at him and pranced around like a filly, giggling as rainbows cascaded from the clouds above.

“I feel magical! I’m so happeeee—”

* * * * *

“—Aaauughh!”

Max gasped as pure darkness greeted her eyes.

For a minute or two, she could only stare blankly into space whilst images of her rainbow-hued siblings covered in hearts, sparkles and cotton candy flashed in her mind over and over again… Thankfully, those images rapidly faded to the back of her mind as her eyes adjusted to the gloom, and her heart eventually stopped trying to break out of her ribcage.

She yawned and stretched, groaning as she worked the kinks out of her limbs along with any restlessness induced by the nightmare. Then, alarm bells went off in her head when her stretched limbs sprang back into their resting positions, almost like rubber bands.

“What the hay?” she muttered.

Once she’d blinked the crustiness out of her eyes, she glanced around and saw the familiar dimensions of her hidden basement, complete with all her favourite posters and shelves of books along the walls.

What was decidedly less familiar about the setting was the fact that she wasn’t in her bed at all.

Thick strands of resinous gum stuck to the ceiling like fungal slime, looping around the upper sections of her limbs and cradling her belly. They felt warm and snug, and their elasticity afforded her limbs reasonable degrees of movement, aside from the fact that she was suspended a good five tail-lengths off the floor and unable to touch anything with her hooves.

Max frowned when she noticed what looked like clusters of glistening soccer balls littering the floor.

Wait, are those…

A chill slithered down her spine when she felt a squirming sensation in her gut. Unlike a regular bowel movement, it felt distressingly large and bloated, and the sensation stretched a lot farther back than the tip of her tail, which defied all scenarios in which she could consider herself safe. When she involuntarily flicked her tail, it slapped against something large, moist and squishy, and worse still, she also felt that slap in the sense that she received it.

Max gulped and bent forward to get a better look at her underside.

Oh. Oh, hayseed…

Her belly looked like it still had its regular proportions, and she could see her hind legs and tail dangling freely. The normalcy ended there.

Two segments of her chitinous plating had parted just past her midriff on her right side, to allow for the outgrowth of what looked like an enormous, bloated maggot.

It hung from the ceiling, suspended by the same resinous webs and strands as she was. She couldn’t see the full length of it very clearly, but it looked at least five metres long and big enough to comfortably house a beach ball at its widest point. The colour of its skin ranged from milky jade to glassy yellow-green, and blue veins branched across its glistening surface, pulsing almost in perfect synchrony with her pounding heart. When she felt another ‘bowel movement’, it coincided with swelling followed by a ring of contraction running across the length of the bloated mass. Then, a sudden flush of relief as something large and round slid out of the slimy tube at the end and glued itself to the floor.

Max whimpered.

A brood sac.

She’d grown a brood sac.

Only a few of her siblings were old enough to remember the last time Queen Chrysalis had produced one, which only happened in times of plenty when their supply of food and love far outstripped the queen’s normal egg-laying capacity. Growing a brood sac dramatically increased the hive’s rate of reproduction at the cost of the queen’s ability to get around, but it was usually worth exploiting the good times before circumstances changed. Max herself had never seen one live – only the dry, shrivelled remains of discarded brood sacs in abandoned sections of the hive.

Max glanced at the globular clusters on the floor and winced.

Eggs.

Her eggs.

She was a mother.

Max racked her brain for any relevant memories, any clues as to how she’d gotten herself into such a predicament. Laying eggs required fertilisation, and this many required an equally bountiful source of love, but she couldn’t recall harvesting anything close to the amount necessary to sustain them, let alone doing the necessary fertilising with a male.

“No-no-no-no, this isn’t happening. Not now. I’m not ready for this!” she cried.

The trapdoor creaked open, flooding the basement with yellow light from upstairs, and then a bleary-eyed Speckle poked his head in and murmured, “Honey, did you say something? Is everything okay?”

Max blinked. “What.”

“Have you got the munchies again? I know you’ve been craving all sorts of things ever since you started laying.”

Max opened her mouth to scream at him, to demand answers, but all that came out was strangled squeak when the eggs beneath her began rocking and pulsating. Then, one after another, their rubbery shells split at the top with wet squelches and peeled back like grotesque banana skins.

Bulbous, horned heads emerged from the eggs, glistening with sticky threads of slime and membranes. They squealed and chittered as they crawled out of their eggshells, feeling their way with tiny, spurred forelegs. Their eyes remained closed, but Max had a feeling she knew exactly what they were looking for from the way they kept sweeping their heads to and fro, sniffing the air and working their empty jaws.

These grubs were way bigger than the ones she remembered in the hive’s hatchery.

Speckle trotted down the stairs and scooped up one of the grubs at the edge of the nest to cradle it like a foal. When he stood up to his full height, it raised its forelegs to reach in Max’s direction, crooning and squealing when it felt nothing but air. He gently nuzzled it, then looked at Max with a proud grin and said, “Look at that, he wants his mother!”

That’s the problem…

Max felt a pit open up in her stomach when nearly every grub on the floor turned their heads up to face her and wailed in unison, displaying rows of tiny, razor-sharp teeth. Something gnawed at her insides, tugging at her reserve of energy, and her jaw dropped when she saw wavy strands of green light leaking out of her chest and flowing into their gaping maws.

She frantically buzzed her wings and strained against the resin holding her in place, but they proved to be just as resilient as they were comfortable, and she only managed to sway and bounce around a little whilst they continued draining her. All too soon, her movements turned sluggish, and she felt as if she had lead weights strapped to every inch of her body.

Meanwhile, Speckle pranced around and sang, “This day is going to be perfect…”

Max hissed at him and screeched, “Hey, how about less singing and more helping your queen control her grubs, you lazeeaa—”

* * * * *

“—Aaauughh!”

Max sat bolt upright in bed, gasping for breath.

Hundreds of teeth and spurs glinted in the darkness, fading in and out of the boundary between dreams and the shadows of her basement. Her own heart added to the effect, thumping against her ribs like a grub attempting to burst out of its egg.

She grabbed her blanket and hurled it away, dreading what she might find nestled with her on the mattress.

No eggs, no grubs.

Just her, a regular changeling under the covers.

She then peered closer at her belly and frowned as she explored it with her fore hooves. Was she getting a little pudgy? Was that an unnatural bulge underneath her chitin? No amount of prodding could determine the presence of any anomalies, so she reluctantly pushed it to the back of her mind for freaking out later.

However, the scrutiny had at least rewarded her with confirmation of her chitin’s dark colouration. A long sigh escaped her as she sank back into her pillow. No rainbow doodle bug, either, though she did stick her tongue through a couple of leg holes just for extra reassurance.

Phew…

Max lay flat in bed and stared at the wooden beams of the basement’s ceiling, waiting for the passing minutes to wash everything she’d seen and felt into the fading realm of short term memory. Every now and then, she flicked her gaze to here and there, allowing her roving eyes to take in the sights of her favourite posters on the walls and Daring Do paraphernalia stacked on the shelves, all illuminated by the glow of bioluminescent mushrooms she’d cultivated.

This was real.

She slapped herself to be sure.

Yeah, she thought as she felt her cheek smarting. Everything’s going to be okay now.

Her nostrils itched.

Or is it?

She had a mild ache behind her eyes and inside the bridge of her muzzle, and she’d just noticed that barely any air made it through her nostrils when she breathed. When she snorted in an attempt to clear the congestion, it resulted in her blowing up a pair of enormous snot bubbles that clung to her muzzle like glue. They were so big that they almost completely covered lips.

With a strangled yelp, Max scrambled out of bed and bolted up the stairs into her kitchen, holding her breath to avoid sucking the gunk back into her nostrils or mouth. Once she’d turned on the lights and stumbled up to the kitchen sink, she blew as hard as she could and squinted as two long strands of bubbly, black goo splattered onto the silvery metal.

What the hay? What even is this stuff?

She kept blowing and snorting out more of the gunk. It had so much sticky cohesion that she could feel the strands tugging all the way back into the depths of her nostrils, even going so far as to tickle the back of her throat like a wriggling worm. Choking and sputtering, she kept on blowing until she had cleared most of it and could breathe smoothly through her nostrils again. Even with the tap on at full blast, the gooey mess of black tar refused to wash away whilst she watched and panted, clinging to the edge of the sink.

Max gritted her teeth.

Come on, get lost!

The black goo coalesced into a slug-like mass and vanished down the sink with a gurgle.

She blinked and stared for a couple of seconds until a cloud of steam obscured her vision, and she instinctively reached out with her mind to turn off the hot water.

Not with magic, but actual telekinesis.

Oh, right.

Everything Ydrax’il said about her newly-acquired power came back in a rush, particularly the part about enriched grey matter deteriorating without an adequate diet of sapient brains. He’d neglected to mention that deterioration would culminate in her snorting bits of her brain out her nose in the form of black goo.

Almost three weeks had passed since her adventure with Daring Do, and most of that had seen her with the occasional symptoms of mild headaches and runny noses, but never this…

Until now, apparently.

At least, that seemed the case. There weren’t many other ways for it to come out, and she didn’t feel sick or anything, so she probably wasn’t coming down with some other ailment. Probably. She didn’t feel like dealing with that right then.

Grumbling to herself, Max switched off the lights and crawled back into bed.

And then she came back up when she found that her brain refused to return to sleep. It’d kept on dredging up bits and pieces of her adventure and replaying it for her beneath her closed eyelids, on and on until she could even feel herself slipping back into the underground city, touch its cold, dry walls and immerse herself in the cold, metallic fluid of the biotic engine. Get shot with a crossbow. Bleed out on the dusty ground. Watch a misshapen figure of bone and pale skin sink its fangs into her leg. Swallow a bunch of dynamite and explode—

Argh!

Max prowled through her house like a restless panther as she sorted through myriad memories in an attempt to organise them into a coherent sequence.

Dim, blue light of pre-dawn trickled in through the windows, casting indistinct shadows from her furniture.

A familiar sense of déjà vu set in as she debated with herself on the veracity of those memories.

Then, almost like clockwork, she came across the rune stone she’d placed on the coffee table, and the slightest touch of her hoof was enough to impart some energy to make its rune glow with eerie, green light.

Yeah, it was real, all right.

Daring Do, the adventure, her upgrade… everything.

She could see the slight difference in colour of the floorboards she’d used to replace the ones that had been damaged by Short Fuse’s dynamite.

Not for the first time, Max wondered if staying had been the right idea. Daring Do had undoubtedly made her report to Princess Celestia by now, and even though she had all but promised to keep specific details – like her real name and home address – a secret out of respect and maybe a little bit of empathy, she’d spent the last couple of weeks getting anxious about any thumping noise that might herald armoured hooves trampling through her garden to cut off all exits.

At least she’d taken a few precautions, mainly in the form of digging several new escape tunnels in her basement, too narrow for all but the skinniest of mice to squeeze through. It allowed her to take advantage of her refined shapeshifting, and since two out of five of them led directly into a flooded underground chasm, they’d also need to hire a seapony to chase her through the rest of the way…

Max sighed.

Keep it together, grub. You’ve got this.

After pouring herself a hot cup of tea, she slipped back into her pony form and trotted out the front door. A somewhat chilly breeze rustled leaves in the woods around her house as she plodded over damp dirt and grass to reach her mail box. The birds hadn’t yet come out, and most of the stars were still visible in the deep-blue sky.

A small pile of mail greeted her in the box, and after carefully scanning her surroundings with her eyes and mind – and finding no sapient beings in close proximity – Max grabbed the whole lot and hurried back inside.

She dumped them onto the coffee table and found that they consisted mostly of bills, advertisements and the usual newsletters for her favourite comics and book series. But one envelope stood out from the rest, bearing the wax seal of some noble house or fancy club she didn’t recognise.

The sealed message was written in smooth, confident strokes of the quill, but with unnatural adherence to the proportions and separation of letters in block printing. If she had to guess, it looked like the sender had taken pains to avoid putting out recognisable mouth or hornwriting.

Dear M,

I am sorry.

Father has been keeping my hooves tied helping with the family business ever since I came back empty-hoofed from G’s failed venture, and he is right to do so. I had been hoping for something or somepony to magically give me everything I wanted in life when I should’ve been working for it instead.

Please don’t take this the wrong way, but now that I’ve had time to think through everything that happened, I am not so sure if there really was anything between us. And even if I wanted to make the attempt, I now have responsibilities that will keep well in the public eye, which our mutual acquaintance tells me is something you want to avoid at all costs. Anyhow, Mother always said that secrecy and lust alone make poor foundations for a relationship.

I’m still glad that we met, even if we were on opposite sides of the board at first. If you and D could take us to Tartarus and back with G hounding you all the way, then a little work won’t hurt me.

If we ever meet again under better circumstances, I’d be happy to get to know you better without certain doom hanging over our heads.

But for now, I suppose it must be farewell.

Yours sincerely,

S.

Max sat on the couch and sipped her tea whilst she pondered on the letter’s contents.

Once their flying caravan had made it to the nearest Equestrian town, they’d pretty much just scattered to the winds and gone their separate ways. Daring had contacts to meet and pass on the armour for safekeeping, and Speckle had left with a mixture of confusion, awkwardness and homesickness clouding his mind.

Not that she would’ve said no to having around an emotionally dependent stallion who had the hots for her, but if she was honest with herself about his wellbeing, he had very little to gain from attaching himself to her like that. Daring had probably said as much to him, and hayseed if Max didn’t want to stay in her good graces with regards to how she treated her companions…

She snorted. Gah, being a good guy is such a hassle.

Then again, if she wanted to avoid ticking off the princesses, then not abusing their subjects was the smart thing to do. Somewhere down the line, she might even have grubs of her own that she wouldn’t want ponies to mistreat…

Because if they do, then it’s into the harvest pods with everypony!

Max then froze and stared at the crumpled letter in her hoof. A quick check with her hoof to forehead and temples indicated normal temperature and no physical trauma, so where had that sentiment come from? It was way too early to be developing motherly instincts for non-existent offspring! She hadn’t even gone through the necessary intermediary act yet!

Options were available, though. It could work out. Speckle might make a decent candidate, if she gave him a little more time stewing in hard work to grow more of a spine. A good, steady harvest of love from him and maybe a few others if he was willing to share… especially if she could find Ydrax’il again to fertilise her eggs and maximise the genetic potential of her offspr—

“What the hay?” she shrieked, before dashing to the sink and dousing her head with icy water.

She then plugged up the sink and allowed the rising water to submerge her face when her brain decided to flash an image of Speckle and Ydrax’il, grinning as they trotting towards her with dozens of voracious grubs floating in their magical auras to give her a group hug – and possibly devour her very essence to the core.

Air bubbled out of her nostrils in fitful bursts as her lungs realised the gravity of the situation, but she held fast and refused to transform to provide an alternate airway. The world got darker and darker, and all noise took on a muffled quality that bobbed back and forth between obnoxiously loud and irritatingly silent, until gravity itself seemed to lose meaning, and her lungs burned with fire.

Only then did she deem her brain sufficiently chilled and starved of oxygen for its transgressions.

After turning off the water, she tottered back onto her couch, downed the rest of her tea in one go and stared at the ceiling whilst her vision swam. The ticking clock soothed her with its steady rhythm, and she soon found herself drifting on the edge of consciousness, riding the waves of sleep as it carried her through the dawn, intermittently reminding her of the passing time with subtle changes to the hue of light seeping in through the curtains.

The pleasant semi-obliviousness didn’t last forever, though.

By the time the sun’s yellow beams were strong enough to warm her on the couch, her brain had recovered to full wakefulness, and Max groaned as she stretched and squirmed around.

That’s your self-pity quota for the day. Time to get back to work.

With a final yawn, Max hauled herself off the couch and headed straight for her writing desk in the study. Personal crisis or no, she was way behind schedule on publishing the next chapter in her fanfiction, even more so than usual, and she absolutely had to have it ready in time for the next Daring Do convention. Her fans were probably getting a little antsy.

And as AK Yearling said, Live by the fan, die by the fan.

Chapter 13

“Like I said, the series is taking a turn for the worse,” said Inky Quill as he brandished his copy of Daring Do and the Forgotten City like a dangerous implement. “Seriously, if you’d told me about the plot without letting on where it’s from, I’d call it somepony’s first attempt at fanfiction without a second thought.”

“Yeah, and with a pretty blatant self-insert, too,” Double Space murmured, frowning at the artist’s rendition of a changeling on the cover of her book. “No subtlety whatsoever.”

Babble Scribe snorted. “Girl, if it’s subtlety you’re looking for, you’re in the wrong fandom.”

Double Space rolled her eyes. “Yeah, well, it’s pretty on the muzzle even for Daring Do. Spectrum Lash in the Ring of Destiny was annoying enough, but this… this little bug called Nix embodies a total loss of restraint.”

Max squirmed in her seat and felt her ears flatten at the mention of the alias AK Yearling had bestowed upon her.

It’s like she didn’t even try.

To be fair, she’d at least had the sense to leave out the part about her being a Daring Do fanfiction writer from the get go, but still…

For the umpteenth time that day, Max found herself second guessing the wisdom of her decision to convene with her usual gang of fellow fanfiction authors smack in the middle of Daring Con in Baltimare, especially considering she knew exactly how most of them were going to react to her appearance in the series.

Even though she wore her usual disguise as Sunny Spring, an unassuming earth pony mare of typical earthy colouration, she couldn’t help feeling a few phantom eyes lingering on her back. She could practically taste the judgement dripping in their voices, even though it technically wasn’t aimed at her. It didn’t help that she could hear echoes of their deconstructive assessments of her character coming directly from the brains in her vicinity.

“Let’s face it, ponies. The series is going down the drain,” Double Space growled.

“Agreed. She totally overshadowed Daring for most of the climax. It’s kinda disgraceful, especially once you consider the fact that Nix did nothing to earn her ridiculous powers.” Inky shook his head and sighed. “Author’s pet, indeed. You’d think that an experienced author like AK would know better than to create an unrealistic character like that.”

“You don’t even know the half of it. My cousin was in Canterlot during the attack, and he said that changelings are nasty, but nowhere near as powerful as Nix and Drax.”

“I dunno, it’s working out for her so far…” said a skinny, teal pegasus colt – Fleet Stroke, one of the newest members of their group, if she remembered correctly.

He wilted under the collective gaze that turned to him and then chuckled nervously as he pointed a few feathers at the crowd bustling around them. “If my eyes are working right, they seem to be okay with the addition of a somewhat overpowered character…”

Ponies, zebras and even a few griffons streamed around the convention hall around them, clutching books, posters, knapsacks and various goodies as they went about their business. At least half of them carried soft toys of some kind, and at least half of those in turn were changeling plushies of varying degrees of quality. And if the colour schemes were any indication, the ratio of Nix to Drax plushies was approximately ten to one.

Daring had been right; Max’s stand-in character was a hit with the general populace.

So why did she feel so… dirty?

Inky snorted and scratched away on his notepad, no doubt working on his next scathing analysis of the latest instalment. “Well, it’s not like you’d expect the general audience to have a firm grasp of the finer aspects of storytelling. Who do you think we have to thank for Fifty Shades of Hay being a thing, hmm?”

“Hey, that’s different. That one’s only because of all the naughty stuff!” Fleet Stroke protested.

Babble Scribe gave him a half-lidded stare and jabbed a hoof over her shoulder, towards a massive banner soaring above the vendor stalls for comfort wares, featuring Nix with a flirtatious grin as she lay sensuously spread out on a bed, with certain anatomical features clearly effaced to comply with only the most generous interpretation of convention rules for public decency. The pink-tipped tentacles coming out of her back had somehow gotten a pass from the con staff, too.

Fleet Stroke turned bright red and grinned sheepishly. “Oh… right.”

“Sunny? What do you think?” asked Inky when he turned to Max. A broad grin split his muzzle when he addressed Quibble Pants as well. “You two have been awfully quiet today… I was expecting an epic, hour-long rant at the very least!”

Max flicked her gaze to Quibble Pants, who sat next to her with a pensive frown. Their eyes met, and for the briefest of moments, she saw an intense spark of understanding in his eyes that mirrored her own – eyes which had seen absurdities defying logic in a way that only Daring Do could. Eyes that had been opened, and a mind that had been expanded to accept the nature of this particular aspect of their universe.

She blinked.

He blinked back.

Oh, hayseed. He knows, doesn’t he?

No words needed to be said. They both might’ve had different pieces of the puzzle, but each had seen enough to come to the same conclusion. The books were based on real events, and they knew better than to try prying into each other’s experience, lest they tempt fate into entangling each other in another life-threatening adventure.

Mustering up an aggressively neutral smile, she shrugged and twirled a hoof vaguely in the air. “Well, you know, considering how long the series has been going, I guess it’s inevitable that AK Yearling’s going to try and see how often she can get away with scraping the bottom of the barrel. It’s not great, but hey, what can you do about it? We can let the colts and fillies enjoy a bad OC every now and then, right?”

“You mean the uncultured masses with poor taste…” somepony murmured.

“Okay, here’s the thing…” Quibble Pants leaned forward and held both fore hooves above the table, as if presenting everypony with an invisible, illegal object for sale. “The way I see it, it’s actually a good thing for Daring Do to have an absolutely awful story or character once in a while.”

“Heresy!” Double Space hissed.

Inky grinned. “Oh, this had better be good.”

“Wait, wait, wait, hear me out!” Quibble threw up both hooves to placate the half dozen squints and glares that came his way. “You see, whenever you get a series that’s been running for as long as Daring Do, you’re eventually going to get fandom fatigue from the sheer amount of content that’s being put out, especially for something so formulaic. Ponies get tired of the same stuff over and over again.”

Fleet Stroke quirked an eyebrow. “What does that have to do with—”

“Yeah, yeah, I’m getting there.” Quibble cleared his throat pointedly, then continued, “I think we can all agree that we’ve been getting a slump in con turnout for the past year and a half, which can be interpreted as fandom fatigue. Now, a good book is fine for getting ponies back into Daring Do, but nothing gets us going like a really controversial creative decision.”

“Like writing in a bad OC?”

“Exactly! Ever since this book hit the shelves, everypony’s been constantly analysing and complaining or debating about Nix’s merits as a character! A truly awful character has the power to shake up the fandom and force everypony to re-evaluate their understanding of what makes a truly great character and story.” Quibble mimed clutching his head and frowned deeply, as if straining to comprehend some unfathomable conundrum. “For many of us, Nix might be so irredeemably awful that we’re subconsciously forced to recall everything great about Daring Do in previous books and the best of all the supporting characters she’s ever met just to clear the bad out of our brains. And when we next get back together to talk about it, bam, instant rekindling of passion in the fandom!”

He then grinned. “So long as AK Yearling doesn’t make a habit out of this, and so long as we keep discussions civil about Nix’s terribleness, it’s the perfect stimulus package to get us all raring for the next book.”

Everypony stared at him in silence.

Eventually, Max blinked and said, “That’s a very… interesting perspective.”

Double Space snorted. “Honestly, I can’t tell if what you said is incredibly poignant or stupidly pretentious.”

“I’m leaning towards the latter,” muttered Inky.

Quibble shrugged. “Eh. You can’t deny that everypony’s talking a lot more about Daring Do than usual this year, though.”

“It’s all politics. Princess Twilight made peace with the changelings, and AK’s trying to be inclusive.”

“That just proves that she’s good at capitalising on opportunities.” Quibble directed his gaze to the vendor stands, where a couple of ponies dressed in changeling costumes were standing in line to buy cotton candy. “Whatever the reason, it seems to be working in her favour. Ours too, since we’ve got a whole new race to work with in our stories.”

“Yeah, but there’s a price.” Babble Scribe made a face. “I can already see bajillions of awful changeling OCs spawning from this…”

“To be fair, it’s not like there isn’t already an army of bad OCs in the fandom. Nix is small fry compared to the classics,” Fleet Stroke retorted with a shrug. “Anypony remember Deathwing Blaze? Or Midnight Shadowsong? Doughnut Steel?”

Max suppressed a wince and sniggered along with everypony else.

Go me. Woohoo.

Double Space hadn’t joined in, though. And once everypony had quietened down, she folded her forelegs and said, “You forget one crucial problem, though. Nix is canon, and no matter how you dress it, she’s a permanent flaw in the series. Even if AK Yearling takes the time to flesh her out in subsequent books, nothing can change the fact that she’s totally undeserving of her power and status!”

Just then, another group of fans passing by their table halted with a collective scuffling of hooves and scowled at them. “Hey, are you guys seriously dissing the new best character?”

Max flattened her ears as a cacophony of opinions and assertions erupted between their parties, and before anyone could drag her into it, she hopped out of her seat, gave Quibble a discreet nod and said, “Gonna take a walk, see if I can find anything interesting. Fill me in on anything important when I get back?”

He nodded. “Yeah, sure.”

Retreating from the growing cloud of simmering tempers, disdain and outrage helped to clear the bad taste in her mouth, and Max made sure to stay clear of any similar altercations as she navigated the convention hall. Although she couldn’t help but agree that her characterisation in the book deviated greatly from conventional wisdom of storytelling, the general emotional ambience provided by the attendees highlighted one inescapable fact: the masses loved her. Or the book’s representation of her, at least.

Ponies of all ages exuded excitement and wistfulness as they mingled and explored the hall filled with a dragon hoard’s worth of Daring Do merchandise. Books, posters, figurines, saddlebags, props and so on. Colts, fillies, mares and stallions hugged their plushies, and Max barely had to expend any effort in skimming off some of their adoration for personal consumption. And since most of it was meant for their fluffy facsimiles of her, it came with practically no guilt at all, so it was probably one hundred percent Daring Do approved.

The cosplayers apparently had had a field day with her character as well. Dozens of fake changelings roamed the hall, basking in the amusement and approval of their fellow fans. She made sure to snack on some of that, too.

And if she ever felt the need to sup on something a little more… spicy, she only needed to wander over to the pillow vendors. The vast majority of fans there might’ve been able to maintain a respectable degree of physical decorum as they browsed the rows and rows of ponies and changelings with bedroom eyes laying on sheets, but Max could taste – and to a lesser degree, hear – the furious fantasising going on inside their heads.

Yum.

As she trotted past another row of artists peddling their wares, her eyes drifted up to the two huge balloons of Daring Do and Nix floating overhead. The latter looked slightly overinflated, bobbing and creaking as two giggling pegasus fillies bounced on top of it whilst their earth pony guardian anxiously called to them from below.

Yeah, that’s your figure in a couple of weeks if you keep feeding like this. And your ego is halfway there already…

“Miss Spring! Sunny Spring! Over here!”

Max flicked her ears in the direction of the familiar voice – a boisterous one that was just on the verge of shedding the last of its foalish squeakiness. She then turned around and saw a colt nimbly zigzagging through the crowd with leaps and short bursts of flight, despite the somewhat oversized pair of saddlebags he wore. He had a charcoal-grey coat, ashen mane, ruby eyes, cute little fangs and webbed wings, and he wore a cap of similar colour scheme with the words ‘Top Edge’ embroidered onto it.

She grinned when she tasted the boundless adoration of her Number One Fan and protégé in the fanfic community. Also, a little busybody who’d accidentally stumbled onto her secret double-life when he’d stalked her into her home and found her without a disguise.

“Heya squirt,” she said as she turned to give him a clear shot at her back. “Been wondering where you were.”

Top Edge leapt onto her back and giggled when she tousled his mane, then whispered in her ear, “Hi, Max.”

“What’ve you been up to?”

“Got a bunch of new stuff!” he said, beaming as he peeled back the cover of a saddlebag to reveal a folded Daring Do blanket, a hardback copy of the latest volume in the series, a squished changeling plushie and a painted replica of the rune stone that had started everything. He then flipped over to the other saddlebag and showed her a well-worn notebook with thick scribbling on every page. “I also finished another story, and it’s like, twenty thousand words long! Can you help me proofread it?”

“Sure thing. We can go over it tonight in my hotel room.”

“Yay!”

Max scanned the hall. “Anything you want to check out? I’m just wandering around.”

Top Edge shook his head. “Nah, I already had fun in the bouncy spike pit. I wanna hang out with you. Finished the new book yet?”

She picked a random direction to trot in and then snorted. “What do you take me for, some second rate fan? Hah! Of course I’ve finished it.”

“Nix is pretty cool, huh? She’s a lot like you! Do you think AK Yearling interviewed a changeling before writing it? She got so many things right!” He then gasped, splashing her with a burst of insight mixed with a smattering of suspicion as he rapidly tapped on her shoulder and whispered, “Do you think she might be a changeling, too? Like, maybe she only pretends to be a pony so she can go out in public like you do!”

Max briefly wondered which would be considered more mind-blowing: AK Yearling being a changeling, or the actual Daring Do…

Outwardly, she shook her head and said, “Nope, not a changeling. I can tell. AK Yearling’s a pegasus pony, all right.”

Top Edge slumped a little. “Oh. Too bad. Would’ve been cool to ask her what’s the deal with the new changelings.”

“Eh?”

“Over there!”

He reared up and leaned against the back of her head as he jabbed a foreleg over her field of view to direct her gaze. With his guidance, she edged away from the pressing throng of ponies to get a better view of the main entrance and—

Max came to a screeching halt.

Oh, hayseed.

A very distinct party had just entered the convention hall, and it comprised mostly of chitinous, equinoid figures bearing disturbingly similar qualities to the rainbow-hued crimes against nature she’d fought in her nightmares, though they weren’t quite as flamboyant. She hadn’t actually seen an undisguised changeling since her adventure, and she had a niggling feeling that it probably should’ve stayed that way, if their lively prancing and happy chatter was anything to go by.

Hayseed, most of the surrounding ponies didn’t even give them a second glance, let alone flee in terror like the good old days.

She suppressed a shiver. Oh, how the mighty have fallen…

Granted, it wasn’t as if they were all that fearsome to begin with, considering how they’d technically been defeated at Canterlot by the power of their own food, but still…

Max frowned when she touched their minds with her residual telepathy. The excitement and curiosity radiating from them almost matched the ponies’ in intensity, far greater than the output of any traditional changeling.

Her heart nearly skipped a beat when she realised that their emotions didn’t actually have the taste of old, dead ash that she remembered. A quick sip confirmed that they even provided some form of nourishment, but the cloying, overripe flavour didn’t sit well with her, and she thought better of taking any chances in the middle of a crowded convention. There would be time to investigate their new feeding habits later.

Two changelings in particular stood out from the throng, having the appearance of royalty with their secondary horns, alicorn-like stature and a greater mix of prismatic colours across their chitinous segments. Males, judging by their voices which rose in volume as they approached her position.

Max squinted at the taller of the two royals. Smooth voice, friendly tone with an undercurrent of petulance that could turn into a whine at any moment.

The second royal didn’t look quite as garish as the others, but that vocal rasp brought back flashes of dizziness and phantom pain as an older and far stronger sibling swung her around by the tail like a ragdoll, all for daring to muscle in on his territory. Only Pharynx got to make fun of Thorax.

Yikes. It really is them…

In that instant, she realised that they weren’t accompanied just by any bunch of random ponies.

Twilight Sparkle and Rainbow Dash trotted alongside Thorax and Pharynx, gushing on and on about trivia and all the fun that was to be had in the biggest Daring Do convention in Equestria. Also, an odd assortment of creatures lagged a little farther at the back of the party, which included a yak, a bright blue griffon and what looked like a pink cross between a pony and a griffon.

Is that a hippogriff?

“Max?”

“I need to get out of here…” she muttered under her breath.

“You know them?” asked Top Edge, tensing a little as he perched on her back. “Are they trouble?”

She shook her head. “N-nah. Just thought I recognised someone…”

A whole lot of someones who can kick my flank…

Max blinked and stopped backpedalling.

Who used to be able to kick my flank, a little voice at the back of her mind corrected her. I’d like to see them try now.

Although she wouldn’t have minded if she never saw them again, their presence was an opportunity for her to find out more about the hive and their new place in the world since her exile. With Ydrax’il’s warning about safeguarding the survival of her species still hanging over her head like a boulder, she figured it wouldn’t hurt to gather some intel on how she might eke out a little piece of the world for herself – and her offspring, if she ever got that far. King Thorax – ugh, king… – seemed to have led the hive reasonably well thus far if he’d managed to secure an alliance with Equestria; she just needed to figure out if the princesses hadn’t completely neutered their collective power in the process.

Max huffed through her nostrils and casually approached them at an oblique angle, only occasionally flicking her gaze over to keep track of their movement as individual changelings dispersed to explore different parts of the convention on their own. Rainbow Dash eventually broke away from the group as well, with the diverse bunch of oddballs in tow like an excited hen and her chicks. Thorax, Pharynx and Twilight kept a more sedate pace and seldom strayed from the main walkways, which suited Max just fine in her efforts to stalk them.

“What’re you doing?”

“Checking out the competition,” she mumbled.

She felt Top Edge’s weight on her back shift as he tilted his head. “Huh?”

“Oh, nothing. I just want to get a closer look. The changelings have never had a king before.”

Getting close enough to eavesdrop on them also allowed her to touch the surfaces of their minds.

Twilight Sparkle’s mind had very few defences to speak of. Her thoughts flowed so freely that once Max had tuned in to listen, she couldn’t help but pick up on the plans for checklists and checklists for plans she had for the day, hour by hour, ranging from household chores to conversation topics and lesson plans for her school. And beneath that somewhat manic chatter was an undercurrent of immense knowledge, which reminded Max a little of Ydrax’il. But whilst his mind was akin to a forbidden archive sequestered in the confines of a dark, fortified tower, Twilight’s was tinged with a warm glow like a hearth fire – an unguarded library inviting others to come in and learn everything she knew.

Pharynx didn’t interest her much; he guarded his thoughts well and only allowed his general mood to filter through, tasting mostly of mild annoyance and boredom.

Thorax, on the other hoof, projected a heck of a lot more confidence than she’d expected, though he still hadn’t completely done away with his pervasive anxiety. But for the first time, she could actually taste happiness coming from him, and it echoed in his ongoing thoughts of how to get more changelings to be friends with ponies.

No wonder he gets along with Twilight Sparkle... They were practically made for each other, politically speaking.

“I don’t know about this,” she heard Thorax say as he glanced around the hall with a wince. His gaze lingered on the veritable horde of dark changeling costumes on display. “Why does everypony like our old appearances so much?”

Pharynx snorted. “Maybe it’s because even they can see that we actually looked better with holes.”

Thorax sighed. “We’ve been over this. It’s not a healthy state; we were always so hungry and mean, and it’s how we looked when we used to capture ponies. That’s wrong!”

“Yeah? But at least we looked good doing it.”

Thorax’s frown deepened. “Which we don’t do anymore.”

“Uh, guys…” Twilight raised a hoof, but she let it drop with a sigh when she realised that they had no ears for her.

“Maybe not the capturing part, but as king, you at least need to be able to intimidate others if the moment calls for it,” Pharynx growled. “I’m not always going to be around to do it for you.”

“I can be scary when I want to!” Thorax protested.

“Without wasting energy on shapeshifting.” Pharynx grinned when Thorax’s indignant frown gave way to a nervous chuckle. “Come on, then. Show me your war face.”

“What, right now? But…”

Pharynx swiped a hoof through the air. “No buts!”

“Ugh, fine.”

After glancing around to make sure there weren’t too many onlookers, Thorax planted his legs in a wider stance, puffed up his chest and glared at Pharynx. Or at least, what he probably thought was a glare. Max sniggered; with his narrowed eyes, tight lips and clenched muscles from the neck down, it looked more like the face of a constipated pony.

Pharynx apparently thought the same, except that he responded with a deadpan sigh instead of a fit of giggles. He then grimaced and bade Thorax stop with a wave of his hoof whilst he began scanning the crowd.

Max felt her hackles rise when he swept his gaze past her, and then her heart rate climbed up a notch when he flicked his eyes back to her. And before she could sidle off and disappear into the crowd, he jabbed a hoof in her direction.

“Seriously, I’d bet even that grub could put up a better war face than you,” he said to Thorax with a grin.

So much for blending in…

Worse still, if they paid enough attention to her, they might just notice the dry absence of nourishment in her emotional output.

Max racked her brain for a way to excuse herself without making a scene, and then froze stiff she heard a blood-curdling hiss just above her ears. For just an instant, she saw an eyeless face with pale skin stretched tightly over its jagged bones open its maw, baring a thousand pointy teeth at her. A second later, the image vanished, dispelled by Top Edge’s pleased giggle when Pharynx sent an approving grin their way.

Oh. Phew…

Pharynx hooked a foreleg around Thorax’s shoulder, pulled him close and then pointed at the little colt riding on her back. “Hah! See that? Bared teeth and fire in the eyes, like you mean it! That little grub’s got what it takes!”

“To be fair, most ponies don’t have fangs,” Thorax mumbled. “Also, they’re called foals.”

“Hey, I’m not a foal!” Top Edge cried indignantly. “I’m a grown colt; I’m old enough to be out on my own!”

Pharynx chuckled and whacked Thorax on the shoulder. “You’ve even got the little ones talking back at you. Not a good sign.”

Frowning, Thorax opened his mouth to argue, but Twilight Sparkle hastily trotted between them and gently pushed them apart with her wings. She then gave Pharynx a conciliatory smile and said, “Well, although intimidation might have its uses, we generally try to avoid needing it in the first place by being friendly. I’m not sure that looking scary is as important as you’re making it out to be.”

Pharynx raised an eye ridge at Twilight and squinted at the crowd, apparently having forgotten about Max and Top Edge. He then smirked at the princess and said, “Heh. I beg to differ.”

Twilight tilted her head. “Why’s that?”

Still smirking, Pharynx pushed past her and out into the middle of the walkway. He then buzzed his wings and hollered, “Hey, who wants to see something awesome?”

Nearly every head in their immediate vicinity turned his way, and after a moment’s worth of murmuring amongst themselves, ponies came trotting over to form a circle of curious faces around Pharynx. He stalked within the confines of that circle, apparently gauging his audience, before vanishing in a flash of green fire. When the flames died down, they revealed him in his old, familiar form, with dark grey and purple chitin and scarlet crest. He then struck a menacing pose with his fangs bared, like a surrounded fighter eager to take each and every one of his opponents to the grave with him.

Silence reigned for a couple of seconds whilst Max tensed up in anticipation of a stampede, but she soon found herself caught in a deluge of glee and excitement as ponies squeezed past her to get a better look. The murmurs rose to a chorus of ‘oohs’ and ‘ahs’ mixed with a few whoops and cheers that completely drowned out the smattering of ponies who were unnerved by the display.

“So that’s what a proper changeling looks like!”

“So cool!”

“It’s just like how I pictured Nix!”

“Totally badflank!”

A few pegasi hovered above the crowd and snapped a couple of photographs, which then prompted a frenzy of ponies crowding in to do the same. Some even trotted right up to Pharynx to get their pictures taken with him.

Pharynx shot a fanged grin at Thorax, and Max barely heard him over the crowd, shouting, “Oh yeah, that’s the good stuff! These ponies know how to appreciate a warrior!”

Whilst Thorax fumbled for a response, the rest of his sortie began murmuring amongst themselves, which soon led to scattered bursts of green fire in rapid succession as more and more of them transformed back into their old selves.

Pharynx cackled maniacally, surrounded by his newfound fans whilst Thorax and Twilight gave each other befuddled looks.

Max pinched some of the adoration they sent his way.

It’s not like he can eat all of it himself, she thought.

The rest of her siblings seemed to be thoroughly enjoying themselves, too, basking in the admiration of congoers as they transformed into whatever was asked of them. With so many fans and no shortage of monsters and characters in the series, Max suspected they were already stealing the spotlight from the con’s official artists and performers.

“Why aren’t you joining them?”

“Eh?”

Top Edge shifted on his perch so he could speak more clearly into her ear. “Looks like everypony here is okay with changelings. Don’t you want to go around without your disguise?”

“Uh, I think I’ll pass on that.”

“Why?”

Because I’m an exile and a potential fugitive, and it’ll be super-awkward once they recognise me.

“No reason. Just don’t feel like being the centre of attention right now,” said Max as she spun on her hooves to make a quiet retreat. With the way her siblings were fanning out from the group, she preferred not to risk any of them bumping into her and noticing the lack of nourishment in her emotional output.

She had barely gone twenty metres in the other direction before she abruptly bumped muzzles with somepony awfully familiar.

A pair of magenta eyes, narrowed in scrutiny, bored right into her own.

“Gah!” she cried as she jumped backwards, nearly knocking over a figurine display case and dislodging Top Edge in the process. He had to bite down on her mane to keep from toppling off.

A second later, her brain finished taking in the rest of the owner of those eyes. Sky-blue coat, a mane in every colour of the rainbow. Hooves a-tapping and wings restlessly fluttering with barely contained excitement. Ears perked and mouth set to a wide grin, bordering on manic. An ego the size of a hot air balloon, and just about as empty in terms of calories.

Rainbow Dash practically broadcast her thoughts like a herald’s proclamations – though, whether they warranted such prominence was another matter entirely – and despite the distracting amount of ego permeating everything, Max had no difficulty in piecing together the fact that she’d been scanning the crowd for changelings in disguise, absolutely confident in the knowledge that ‘Nix’ was an alias that Daring Do had written in place of a real bug she’d dragged along in her adventures.

Apparently, Rainbow Dash had also been running around confronting any earth pony mare that resembled Sunny Spring, because Daring Do had seen fit not to deviate all that much from the real thing when describing Nix’s equine disguise…

“Sup. I’m Rainbow Dash.”

Max took a couple of steps backwards. “Uh, hi? What are—ack!”

Rainbow Dash hooked a foreleg around her shoulder and pulled her close, ignoring Top Edge’s indignant protest at nearly getting dislodged from his perch again. She then grinned at Max and whispered, “So, I bet it was pretty awesome tagging along with the big Dee Dee, right? Oh mare, I’m pretty bummed I missed out on that one. What’s it like being a super-changeling?”

What?

Max blinked at her and worked her mouth like a landed fish.

Rainbow Dash’s brow knitted into a frown for a fraction of a second, before she winked and said, “Hey, I get it, Nix—or, whatever your real name is. Nopony believes you. But I will! From one legit Daring Do sidekick to another, this has got to be like, the most exclusive honour in Equestria!”

When Max continued staring, she thumped a hoof on her puffed-out chest a couple of times. “C’mon, you see the resemblance, right? Spectrum Lash? Rainbow Dash? You totally know that’s who ‘AK Yearling’ was really writing about.”

Figuring it out wasn’t the problem. Quibble Pants being in on the secret probably wouldn’t come back to bite her in the flank, but the Element of Loyalty? Acknowledging that to her was practically an invitation to get arrested and thrown into a cell. Or maybe even a lab, if the Purple Menace had no qualms about secretly conducting questionable experiments on creatures of interest…

But before Max could find a way to excuse herself, Top Edge saved her the trouble and whined, “Can we go to the ball pit now? You promised!”

Heh, smart colt.

Rainbow Dash’s eyes then flicked up to Top Edge, and then one eyebrow rose as she added, “Hey, kid. This mare your foalsitter or something?”

“Uh huh, I’m with her. But I’m not a foal,” Top Edge huffed. “And I’m bored.”

Max quickly shored up the façade with an apologetic shrug. “Sorry, girl. I don’t roleplay. Love to chat, but, as you can see, my nephew’s been waiting all day to have some fun. Bye!”

She spun on her hooves and made to leave, but instead of hearing the clip clop of her hooves on the floor, Max’s ears filled with a dull roar as the world turned into a blur of smudged colours and shapes. Wind blasted against her face, tugging at her mane and rippling her cheeks.

In the next instant, the world abruptly slammed to a standstill with enough force to drive her breath out with a whoosh, followed by a wheeze as she tried to suck some air back in. Steam rose from her hooves, hot from their friction against the floor.

Max glanced around, and then blinked stupidly when she realised that Rainbow Dash had carted them off to the other side of the exhibition hall with what had felt like enough thrust to send a train to the moon in short order. Said mare tossed her prismatic mane as she sauntered back into Max’s field of vision with a smug grin on her muzzle.

Top Edge coughed on her back a couple of times, then bounced giddily and cried, “Whoa. Do that again!”

Rainbow Dash winked at him. “Maybe later, squirt.”

She then turned to the gaggle of oddballs standing before them, whom Max recognised as the youngsters originally trailing at the rear end of Princess Twilight’s sortie. An air of varying degrees of embarrassment, exasperation and boredom lingered around them, which turned into wariness and curiosity when they noticed Max and Top Edge.

Max plucked their names from Rainbow’s mind easily enough, and then stiffened when Ocellus’ wide eyes focused on her.

“What d’ya think, Ocellus?” asked Rainbow Dash, grinning like a colt proudly showing his friends something gross he’d dug up from the garden as she pushed Max towards the little pink and teal changeling.

Surprise, delight and confusion radiated from Ocellus—was she actually her sister?—followed by a hefty dose of apprehension and a very distinct reverberation of ‘Why?’ in her mind as she stared at Max.

Oh, hayseed.

“Uh, Teach, don’t you think you might be taking the book a little too seriously?” said Gallus after giving Max a sidelong glance. “I mean, even if we believe that Daring Do is real – which we totally do, by the way – it’s not as if absolutely everything in there is real, right? How do we know that this is one of those things?”

“Because she looks exactly like Nix’s ponysona?” said Rainbow Dash, waving a wing at Max as she bore down on the griffon, muzzle to beak. “C’mon, even a blind bat will say I’m right!”

Gallus blinked and shrank away from her. “Okay. If you say so…”

Max bit her lip.

No, no, no, you’re losing ground! Take charge of the narrative!

She took a deep breath to steady herself, then stepped forward and cleared her throat. “Say what now?”

When everyone turned to her, Max schooled her face into a vacant gape, staring Rainbow Dash for a couple of seconds.

Then, she threw her head back and guffawed so hard that Top Edge had to flutter his wings to stay balanced on her back. “Hang on, hang on. You do realise that Daring Do is a work of fiction, right? And even if her changeling sidekick was real, do you really think Nix is dumb enough to hang out in a convention hall filled with ponies who’ve read about her specifically? No one’s that stupid.”

Ha. Ha. Ha. Go me.

“Playing hard to get, huh?” Rainbow Dash’s grin didn’t waver as she sidled up to Max and draped a wing over her back. “C’mon, your secret is safe with me! If you’re okay in Daring’s book, then I’ve got no problem with you, whatever bad stuff you’ve done before. Water under the ledge, right?”

“Bridge…” Max murmured with a frown.

“What was that?”

“Nothing.”

Is this a ploy to make me reveal myself in public? It totally is, isn’t it?

Max could neither taste deceit nor read anything shady in her mind that might suggest an attempt at subterfuge, but then again, she wouldn’t put it past some of the smarter cookies in the Equestrian hierarchy to keep Rainbow Dash in the dark whilst using her as bait.

She discreetly flicked her gaze around the hall and could’ve sworn that the pair of burly stallions standing at the entrance to the food court had averted their eyes the moment she spotted them…

“I don’t know about that.”

Max tore her eyes away from the stallions and saw Sandbar flipping through his copy of The Forgotton City with his muzzle. He then frowned and added, “She’s kinda mean. And selfish. I’m not sure I’d peg her as someone I’d want watching my back at all… I mean, Daring Do could be wrong about her, right?”

Smoulder folded her arms and raised an eye ridge. “Does it matter? It’s all fake, anyway.”

Sandbar turned to the others. “Silverstream? Yona?”

Silverstream giggled and hopped in place like a foal on a sugar high. “She was so exciting! And awfully mean, but also exciting! Wish we had someone like her when the Storm King invaded!”

“Yona bored! And hungry! Going to see if food stands got anything worthy of yak stomach!” the yak announced before lumbering off. Then, just before merging with the throng of ponies around them, her parting words reached their ears. “Nix just okay. Five out of ten, not enough smashing.”

“Still a cooler character than Spectrum Lash in Temple of Chicomoztoc,” Top Edge murmured.

Rainbow Dash choked on a gasp as she whirled around to face Top Edge, then pouted and said, “Ouch, kid. What did I ever do to you?”

Smoulder interrupted the tirade with a gravelly cough, and when all eyes turned to her, she patted her belly and stalked off after Yona, saying, “You know what? I’m hungry too. I’ll be way, way over there with everyone who’s got their priorities straight.”

“Yeah, yeah, sure. We’ll catch up!” Rainbow Dash called after her. Then, she rounded back up on Ocellus and grinned as she nudged Max’s ribs with an elbow. “Hey, you’ve been holding out on us. What’s the verdict?”

Ocellus shifted on her hooves. “Well…”

Max briefly considered clawing her way into the little one’s mind in order to force a confident denial out of her lips, but her psionic potential had greatly diminished due to a lack of brain matter in her diet, which meant that direct mind control was a feat far beyond her ability to reliably pull off at this time. And a botched attempt would only confirm Rainbow’s suspicions, not to mention give her a splitting headache on top of potentially bringing the wrath of the Purple Menace down upon her…

So that just left her staring at Ocellus whilst she mentally scanned her surroundings for the quickest escape route.

“She’s a pony, Professor Dash. Just like the six mares we’ve already… uh, inspected,” Ocellus eventually said.

Eh?

“Hah, I knew it—wait, what?” Rainbow Dash’s smirk cracked, and she blinked a couple of times before frowning at Ocellus. “You sure about that?”

“Yes.”

Rainbow’s eyes narrowed further. “Absolutely sure, huh?”

Ocellus didn’t miss a beat. “Positive.”

Silence reigned for a couple of seconds, during which a few more ponies turned curious eyes to their little impasse. At least, until Silverstream leapt into the air with a gasp.

“Oh my gosh, is that what a body pillow is supposed to look like? I’ve been hearing so much about them!” cried Silverstream as she pointed a talon at a very detailed artist’s rendition of Daring Do. “It looks so realistic!”

Gallus pounced and yanked her back to the floor by her tail, at which point a red-faced Sandbar came to his aid and ushered her away from puzzled onlookers, though some sported knowing grins. Max heard a lot of flustered whispering between the trio, mostly along the lines of keeping things low-key and not going near the kinky stand until the teachers aren’t looking, as they attempted to make a stealthy retreat.

Once they’d vanished into the throng, Rainbow Dash gave Max another once-over, pouting with flattened ears like a filly who’d just dropped her ice-cream on the ground. Then, when their eyes met, she gave Max a sheepish grin and patted her on the back, saying, “Ookay, my bad. But hey, if you still wanna chill and talk about the books and stuff, I’ll be around. Gotta go!”

Max blinked, and she was gone with a whoosh, leaving ponies clutching their bags, posters and toys – and in one’s case, foals – in her windy wake. A couple of seconds later, they heard her accosting another mare some distance away.

“She crazy. I like her,” said Top Edge.

Max snorted as she stared at Rainbow’s next victim. “Can't argue with that, I guess.”

Daring Do sure knows how to pick her sidekicks.

She then flinched when she felt the soft, warm touch of a chitinous hoof on her shoulder and turned to find Ocellus looking up and giving her a small, encouraging smile. The kind that a teacher might give to a foal walking into kindergarten class for the very first time, dripping with nurturing care, concern and just a little bit of anxious hope that she wouldn’t accidentally push too hard and give the foal a panic attack in front of everypony else.

“It’s okay. You don’t have to show yourself if you don’t want to.” Ocellus glanced at some of her hive mates in the distance, then turned back to her and sighed with her ears laid back. “I know what it’s like, being afraid to reveal yourself.”

Max blinked. “What?”

“I was scared at first. It’s so much easier to stick to the old ways and hide…” said Ocellus as she pawed at the floor. Then, she looked up to Max and smiled softly. “But things are different now. We’ve made peace with Equestria, and I’ve made friends at Princess Twilight’s school. Maybe someday you could come back to the hive or visit Ponyville, and we can show you how much nicer it is than being alone. If you open your heart and share love like we do now, you’ll never have to go hungry again.”

Ocellus gave Max a little wave, then turned and flitted off to join her companions.

That left her standing in the middle of the hall, feeling strangely alone despite being surrounded by hundreds of ponies.

At least, until Top Edge shifted on her back and said, “She’s weird. Changelings shouldn’t sound like normal fillies. Can we go do cool stuff now?”

Max didn’t answer. Wails and screams echoed in her mind as Canterlot’s gleaming towers crumbled under the collective might of the swarm. Those equine screams then rippled and shifted into screeches and keening as thousands of armoured hoof knights charged into a crowd of mismatched bodies with spider-like heads.

They will fear you. Hunt you down…

“Hello-ooo?” He reached around and waved a hoof in front of her muzzle. “You okay? She didn’t put a curse on you or suck out your life force, did she?”

The sweet flavour of his concern mixed with a hint of sour exasperation brought her back into the present with an almost-audible thump. When she craned her neck around and saw him stuck halfway between a pout and a worried frown, she chuckled and playfully ruffled his mane.

Buck that doom and gloom horse apples. I’m not falling into that sinkhole again.

She wasn’t alone in the world, and she had no intention of letting some ancient geezer haunt her into fretting about what-ifs and has-beens. If someone like Thorax could be king without immediately sending the hive spiralling into disaster, then she had absolutely no excuse. Probably.

“Sorry, just got a little distracted,” she said. “If you want, we could—”

The screechy crackle of static from speakers throughout the hall cut her off, followed by a mare’s voice that said, “Oops, sorry about that. Ahem… Fillies and gentlecolts, and every creature from lands far and wide, it is our pleasure to announce that the Daring Delver Adventure obstacle course is now open in Hall Three! Get your teams ready and register at the counter for a chance to test your teamwork and skills and win amazing prizes!”

A murmur rose from the gathered crowd that gradually rose to lively chatter, and Max allowed herself to be swept away by the excitement as ponies began streaming in droves towards the next hall to watch or participate.

She grinned at Top Edge. “That sounds like something right up our alley. You game?”

“Yeah!” Top Edge bounced on her back. “Let’s go, let’s go!”

Max cricked her neck and broke into a canter, cackling as she easily outpaced any would-be competitors on their way to the obstacle course.

When she passed Quibble Pants, who was still caught up in an attempt to mitigate a rather heated discussion of Nix’s terrible OC-ness, she all but yanked him up from his seat and cried, “No time for chit chat, there are flanks to kick and prizes to win; adventure awaits!”

Author's Note

My apologies for the long wait. :raritydespair:

On the bright side, it's not quite over yet, if you were hoping for something a little more substantial. There's still a little more that I couldn't justify putting out together with this chapter.

I did agonise quite a bit over whether to include Top Edge in this chapter, since he's technically from a spinoff to this story's predecessor rather than a proper prequel. I hope his presence wasn't too off-putting to anyone who hasn't read Top Edge.

Edit: Altered Rainbow Dash's scenes to make her a little less obnoxiously aggressive.

Chapter 14

Max bit back a yawn whilst she stared at the contents of her mug. In the dim, yellow light of the café, the remaining cider at the bottom of the cylinder looked like a deep, dark well. Her dishevelled mane hanging over the mug like roots added to the effect, and she could almost hear something swimming and gurgling in the depths of her drink.

Ooh, it’s going to eat me…

She grabbed the mug with a wobbly hoof and then chugged it to the last drop.

Not if I drink it first!

Max hiccoughed and thumped the mug back onto the table, perhaps a little too loudly, judging by the mixture of annoyed and worried looks she got from the rest of the patrons. Not that she cared all that much.

Her legs felt like jelly, and she was sure that her brain had turned to mush after sitting for hours asking and answering questions at the fanfiction writers’ panel. And that was after going for a third round on the dance floor whilst flirting with overeager fans hoping to get their OCs a cameo in her stories. And that was just the third day. The two before that had been just as much of a blast with all her friends and acquaintances in the obstacle courses, games, arts n’ crafts workshops and plain old socialising during mealtimes, including after-hours suppers and drinking, which incidentally left very little time for sleep.

Between that and the myriad food and emotions she’d stuffed herself with, she felt like a churning cauldron that could erupt or fizzle out at any moment…

In short, one did not simply participate in three full days of Daring Do convention without consequences.

The harvest was good, though.

Max groaned softly into her mug and smiled; she didn’t think she could take another sip of love for a couple of weeks.

She’d need it.

Post-con depression would be setting in very soon, and she planned to be up and on the road home before it weighed too heavily on her. She could already taste the chalky, heavy tang of dreariness coming from several of her fellow con attendees who’d chosen the same café as her to wind down after the convention had closed its doors. It would probably be even worse in the eateries right next to the convention centre, a couple of blocks away.

At least they had buddies to help take the edge off, though. She had no such advantage, given that Top Edge and Quibble Pants were already on their ways home.

Max waved to get the waiter’s attention and signalled for another drink.

“Another cider, miss?”

She hesitated, staring at the stallion’s hooves whilst she evaluated her body’s functionality. “Actually, maybe not. Gimme a coffee and some fries. Extra salty.”

He nodded and gave her a quick smile before briskly trotting off. “Coffee and fries, coming right up!”

Whilst waiting for her stimulants, Max allowed herself to stew in the heavy atmosphere of the café. The bell tinkled when more customers entered, and a chill draft followed, along with the pitter-patter of the light midnight shower outside before the closing door abruptly cut it off.

The thumping of the new set of hooves got closer and closer, until she reluctantly reached out with her consciousness to probe the mind of its owner in case she had to forestall somepony’s advances. Under most circumstances, she wouldn’t turn down a chance to feed, but she’d already had her fill and just wanted to relax.

The mind she touched brimmed with some purposeful intent, but it was hidden beneath an impenetrable layer of cold, almost stony confidence and stoicism. Max almost felt like an infiltrator-in-training back at the hive, having accidentally walked in on her superiors planning for something way above her rank and right to know.

That pony was definitely up to something…

Before she could speculate on what exactly she might want, the clip clop of hooves stopped right by her side, and she heard a mare’s scratchy voice say, “Mind if we share this table? The others are already taken.”

Max pulled her muzzle out of her mug and blinked as she turned to look at the mare.

A squat, middle-aged batpony with a purple coat and bluish-grey mane gave her a fanged smile that didn’t match the guarded silence of her mind. Max tensed up just a tiny bit, even as those deep, blue, mesmerising eyes and the silky smoothness of her voice implored her to relax. She reminded her an awful lot of Queen Chrysalis when she was feeling particularly magnanimous, which usually came at someone else’s expense.

It’s okay, maybe it’s nothing. Just take it nice and easy…

“Suit yourself,” Max said aloud with a shrug.

Though, she noted that the mare had begun moving before she’d even given her consent to do so.

“Thank you,” said the mare, smiling as she seated herself on the opposite side of the table from Max.

A quick taste of the sparse emotions leaking through the mare’s mental guard confirmed that her gratitude was genuinely nourishing, so she wasn’t a changeling in disguise. Max returned her smile with a half-hearted one and went back to staring at her empty mug, hoping that the mare would take the hint.

Unlikely, though. She seemed to know what she was doing.

Somepony trying to butter her up before asking for an autograph? Or maybe to convince her to trade some of her merchandise? One could never tell.

“I’m Starshine, by the way.” The mare leaned closer and then whispered, “You’re Sunny Spring, right? I’ve read a few of your stories. They’re really good!”

Max looked up to meet her eyes, and then stared when she saw Starshine’s silky mane sparkling in the dimness of the café. Her next blink banished the sparkly effect, leaving her wondering if it might’ve just been a trick of the light.

“Uh, yeah, that’s me,” she said.

Starshine’s smile widened. “I really liked The Elder Isles. Best work of fanfiction I have ever come across!”

In spite of herself, Max immediately warmed up to the notion of having an extended conversation with Starshine. She didn’t see any reason to get in the way of somepony who wanted to stroke her ego; she could always break it off if Starshine overstepped her bounds.

She grinned and gave her a wink. “Oh, yeah. That’s one of my better works. What’d you like about it?”

“Oh, just the way Daring Do was able to convince the seaponies to unite with the cursed skeleton griffons in order to fight off the Lord of Storms.” Starshine shuddered as she stared off into space. “I simply can’t imagine how terrible it must be to live as outcasts for so long, shunned because of how you look and for crimes your ancestors committed…”

“Well, it’s something you can get used to,” Max murmured.

“I suppose. But I was really touched when most of them decided to remain allies even after they had defeated the Lord of Storms.” Starshine’s awed expression slowly eased into a comfortable, almost imperceptible smile that showed more through her eyes than her mouth as she turned her gaze to Max. “It was really inspiring.”

Something about Starshine’s gaze looked a little too pointed to Max.

Frowning, she leaned back a little to recover some personal space and said, “What’re you getting at?”

Starshine’s smile didn’t waver. She stretched a webbed wing over the table, reaching for Max’s idle foreleg, and gently rested the warm membranes on her hoof and said, “I’d like to know: to what extent does your writing come from your heart? These seaponies and cursed griffons in particular, are they perhaps based on… personal experience? Or perhaps desires?”

The heck is up with this mare?

Max kept a neutral expression and attempted to probe Starshine’s mind again for more information, but she only came up that formidable wall of stoicism and silence, save for a little mirth that leaked through this time. It tasted like… triumph? Her smile was as friendly as ever, but Max could’ve sworn that she’d seen a steely glint in her eyes just a moment ago.

Her blood chilled a little as she slowly, carefully tugged her hoof out from under Starshine’s wing, all whilst maintaining eye contact. “Well… it’s a little personal, yeah.”

Starshine’s gaze bored into her soul. “But you do believe in what you write, do you not? That harmony is something every creature should aspire to despite their differences?”

Okay, this is getting too weird. I’m out.

Max flicked her eyes to the clock on the café’s mantelpiece for a couple of seconds, then stood up with a sheepish grin and slowly backed away from the table. “Sorry, I just remembered that there’s somepony I promised to meet tomorrow, and I need to get moving if I want to reach Manehattan by morning. Gotta go, bye!”

She whirled around to start off at a brisk trot, but then froze before she’d even put two hooves forward.

Half of the café had apparently emptied out in the middle of their conversation, and the only patrons left were ponies scattered in groups of two or three throughout the place. She recognised at least seven of them as fellow con attendees, and a couple of them quickly averted their eyes when she caught them looking. A little too quickly.

Max also couldn’t get a good read on their thoughts or emotions, apart from a pervasive tension in the air. On average, she would’ve expected to encounter no more than one or two unreadable minds in a group like that, but not every single one of them, and she tasted no cheer, affection or weariness between them, despite their outward appearances of being engaged in conversations, games of cards or just plain sleeping off their drinks.

A pit opened up in Max’s stomach when she noted that every window had at least one patron seated right next to it.

Oh, hayseed. They found me…

She knew she shouldn’t have attended the convention disguised as Sunny Spring! Not when Galleon and Daring Do knew what she looked like.

Idiot!

Max dug into her reserves and channelled power into her hidden horn. She probably had enough energy to incapacitate them all at once if she really had to, but the ensuing collateral damage and probable injuries would only mark her as a greater threat, and she had no intention of letting things escalate like that. A sufficiently bright flash and a burst of noise might suffice, stunning them long enough for her to bust into the kitchen, shapeshift into a rat and then make her escape through the drains or vents.

“Be at ease, my little pony. We have no intention of harming you,” said Starshine. “Or, should I say: my little changeling?”

All at once, Max felt the direct attention of nearly every patron in the café harpoon right into her, even though physically, most of them managed to show it only in sidelong glances or slightly perked ears.

No, no. Keep it together… There’s no proof. Deny, deny, deny!

“I… what?” Max whirled around and cocked an eyebrow. “What’re you talking about? What’s going on?”

Starshine eased back into her chair and smiled. “Am I not speaking to Maxilla, the brave changeling who played sidekick to our mutual acquaintance, the esteemed adventurer and archaeologist, Daring Do? I hear that you made quite the impression, assisting her with a most perilous and insightful expedition into an ancient city.”

Max stared at her for a moment as her thoughts whirred in her mind, until inspiration struck, and she forced out a chuckle as she shook her head and scoffed. “Oh, you’ve got to be kidding me. Are you role-players seriously doing this out in public? The con’s over, and I don’t RP anyway. Find somepony else to be Nix for you. Been nice chatting with you, but I’ve got to go.”

With a huff, she turned her back to Starshine and made for the door.

An odd sense of déjà vu plagued her, though. Hadn’t she already played that exact ruse recently?

But she’d only made it a couple of steps before Starshine hummed thoughtfully. “Interesting. I didn’t call you Nix.”

Max froze.

Did… didn’t she? Oh…

Her ears wilted.

Oh, that’s just great, you stupid bug! Blew your cover just when you had it in the bag…

“Horse apples,” she said through gritted teeth as she swept her gaze across the stallions and mares sitting throughout the café. Though casual almost to the point of placidity in their body language, they all had their eyes focused on her like hawks. Max swallowed discreetly and whispered, “They’re all yours, aren’t they? How long have they been tailing me?”

“Throughout most of the convention, as it were. We succeeded in partially replicating the properties of certain artefacts you acquired in your adventure; when so outfitted, a pony of sound mind and training can apparently elude your heightened awareness, at least until your suspicion is aroused.”

Starshine’s scratchy voice had smoothened out to that of a youthful mare’s, though it had a subtle undertone of authority that hinted of a low tolerance for disrespect and even less so for physical assault. Fighting was off the table for now; if she got lucky, she might just manage to sweet-talk her way out of trouble…

Max slowly turned to face her, half-expecting to feel the crack of a hammer on her skull or a dagger embedding itself in her back whilst Starshine whispered, “Caballeron sends his regards”, or something along those lines.

No such thing occurred.

Instead, Max felt her jaw drop when she beheld a regal visage framed by a starry, ethereal mane that waved in an intangible breeze. Said visage was propped up on a fetlock whilst she rested her elbow on the table, gazing at Max with a smirk on her muzzle and twinkles in her bright, teal eyes. She wore purplish, metallic shoes, a black tiara and a peytral gilded with a silver crescent moon, which made her look almost comically oversized for her seat when combined with her half-spread wings and immensely long horn.

“Princess Luna…” Max bit her lip and shrank away. “Oh. Oh, crud. I’m totally freaking bucked, aren’t I?”

Princess Luna chuckled. “Hardly. I am not here to apprehend you, and far be it from me to resort to such a crude solution when your former hive mates have shown that changelings can be very reasonable. Even if you are far more dangerous than they, I have first-hoof experience of Friendship’s power to change even the hardest of hearts.”

Max stared.

Five seconds passed. Then another five, until Princess Luna sighed and magically nudged a seat towards Max.

Sensing no magical wards on the chair or bursts of emotion from anypony that might suggest an imminent ambush, Max inched forward and planted her rump on the seat, then allowed herself to be magically tugged back to the table, stiff as a board.

“Let’s begin anew.” Princess Luna inclined her head forward and beamed. “I am Princess Luna, Steward of the Moon and Guardian of Dreams.”

“Maxilla. Ordinary changeling and… uh, author of Daring Do fanfiction?” She swallowed, wondering if she’d already dug herself deeper by lying about that first part. “I guess you already know who I am.”

“Indeed. But this is merely a formality, and now that it has been observed, we may dispense with it as befits the circumstances. Call me Luna.”

“Max.”

Luna chuckled. “Not one for lengthy words, are you? I would have expected more from an accomplished author.”

Max flicked her gaze to the side when she noticed movement from the corner of her eyes, but it turned out to be just one of the stallions getting back to playing cards with his partner. Luna’s supposed entourage of bare-coat guards all remained alert and ready for action, though. Their bodies and minds alike felt like coiled springs, waiting for the slightest excuse to jump her.

Luna raised an eyebrow, and her smile faded when she finally caught on. “Ah, my apologies. I am not being fair to you.”

She raised her right wing and snapped her primaries the same way a griffon or diamond dog would with their fingers, instantly drawing the attention of all the mares and stallions around them, and then flicked her feathers out twice in a dismissive motion. All at once, they stood up from their tables and trotted out without a word. No hesitation, no doubt; only total obedience.

Okay, that’s pretty cool. I’m totally doing stuff like that once I have a brood of my own.

Wait… no! No mommy thoughts. Out, out!

“Better?” asked Luna.

Not having a café full of plainclothes guards watching her every move was a marked improvement in her situation, but it probably wouldn’t make much of a difference if things went off the rails. Getting into a fight with Princess shatters-bricks-with-her-voice Luna ranked very, very low on the list of things she wanted to experience first-hoof.

“Yeah, I guess.”

Max forced out a weak smile, fully expecting Luna to press her advantage and dive right into interrogation mode, but she seemed content to sit comfortably whilst the waiter trotted over to their table. He set down a plate of fries and a mug of coffee before Max, and then a dainty little bowl of fruit salad for Luna before retreating with a friendly smile.

Luna gestured magnanimously with a foreleg. “Please, do eat.”

Max nodded stiffly, but remained right where she was.

Was she supposed to offer some to Luna? Or would it be an insult because it was common fare? It certainly looked like crude cooking next to Luna’s gourmet salad… Or was there some other formality they had to observe?

She’s just letting me stew, isn’t she?

Thankfully, before things got too awkward, Luna made the first move and levitated the dainty cutlery that came with her fruit salad, slicing pieces of apple, peach and bananas into even tinier pieces before poking them with the fork and nibbling away.

Fine dining etiquette?

Max didn’t see the appeal, but she didn’t want to look like a barbarian in front of the princess, either. So instead of grabbing the fries directly with magic or her hooves, she used the fork and poked at them with as much grace as she could muster under the circumstances.

Luna made no comment at Max’s first, somewhat stiff mouthful of delicious, salty potato goodness. Not for the second, either, nor the third one after that.

Each subsequent mouthful became a little more relaxed, and before long, Max found herself eating to sate her ravenous belly instead of just giving herself something to do in order to avoid a panic attack. All the while, she remained acutely aware of the alicorn sitting opposite of her, though she did her best to avoid staring or looking like she was listening to her every breath for the slightest sign of an impending assault.

Luna’s demeanour shifted when the waiter brought her a large tankard filled to the brim with frothy brew. Barely an instant after nodding her thanks to the retreating stallion, she took the tankard and chugged away with enough gusto to make a minotaur blush.

By Max’s reckoning, she couldn’t have taken more than five seconds to down the whole thing, after which she slammed it back down onto the table and wiped her muzzle with a fetlock, barely muffling the guttural belch that escaped from her lips.

And now she’s trying to throw me off the game, isn’t she?

Luna grinned when she caught Max staring whilst self-consciously sipping her coffee.

“Now then, down to business, as they say.” Luna leaned closer and stretched a wing out to Max. “Would you consider a more official alliance with Equestria?”

Max blinked and carefully set down her mug to buy time whilst she fumbled for an answer. “That’s… awfully direct. I mean, what does that entail? And why me?”

“You’re a good person. That’s reason enough for us.”

“What makes you so sure?” Frowning, Max leaned back and shook her head. “You don’t know me.”

“No, but I’ve spoken to a pony who does, and she has vouched for you.” A smirk crept onto Luna’s muzzle as she withdrew her wing and waggled a couple of her primaries at her. “Besides, I’ve seen you playing with grown-ups and children alike for three whole days, and my sources have confirmed that you genuinely enjoy our company. They could sense it.”

“Wait, you had other changelings spying on me?”

“New allies, new assets. Friends help one another to the best of their abilities, do they not?”

“I, uh…” Max slumped in her seat and sighed. “Okay, fine. Guilty as charged. So where does that leave me?”

“I merely ask you to consider this: Equestria is broadening its horizons, and that naturally comes with new dangers. As wonderful as Friendship may be, sometimes, other means are required to keep the shadows at bay until Harmony is established. We need allies to stand against the darkness, and we are always on the lookout for uniquely qualified individuals to protect those who cannot defend themselves.”

“I’m just one changeling.”

“Thorax was just one changeling, too, and yet he was pivotal in resolving a conundrum that had plagued your hive for centuries. You might not share his outlook on life, but your gifts can be used to benefit both your kin and ponykind. There is so much we could learn from each other.”

Max averted her eyes whilst a bleak, barren field flashed briefly in her mind. On one side stood a vast army of indistinct, shadowy figures, whilst on the other was a column of colourful ponies and changelings fearlessly charging headlong into danger. At the head of the formation was a queen, graceful in her Equestrian-forged armour, menacing in her Arthraki-gifted power over mind and matter, smiting all who opposed her and her children with righteous fury.

She had to admit that the idea made her feel warm and giddy inside, but it also seemed exactly like the sort of thing Ydrax’il had warned her against.

Max swallowed slowly, hoping that Luna wouldn’t see it going down her gullet. “And what if I… what happens if I choose to, uh, decline?”

“Nothing, then.”

“Nothing?”

“You hide amongst ponies, ponies tolerate your existence, and we will find other ways to fend off the darkness without you. Life goes on.”

Max averted her eyes, and her gaze slowly drifted down to her plate. A few fries remained. One lay off to the side, alone and wrinkled and probably cold. The rest were bunched up together and looked substantially more appetising, with tiny wisps of steam still wafting up from them.

“But a more pertinent answer to your question,” Luna continued, “would be this: I will not hurt or detain you, no matter what you decide here and now. Even if you decline, perhaps time will allow you to change your mind to something more favourable.”

Max took a deep breath and exhaled slowly. Then, she met Luna’s gaze and said, “I’m not your enemy.”

Luna smiled. “That is good to know. But it isn’t what I asked.”

In spite of herself, Max frowned and grabbed her mug to down the last of her coffee. She had a feeling she would need it – the bitterness washing away the last blotches of lethargy clinging to her mind.

Together with her mounting irritation at Luna’s pedantic insistence, that last gulp filled her with a boldness that allowed her to scowl at the alicorn, despite a little voice at the back of her mind frantically hissing at her that it was suicide.

“Does it really matter if I say yes or no? You know I can lie or change my mind. It’s kind of our thing.”

Luna cocked an eyebrow, but her smile didn’t go away. “Words hold power, power over others and over ourselves. It is what separates us from beasts, who merely act. And it is by comparing words and actions that we will see each other for what we truly are.”

Max stared.

Okay, I’m totally stealing that phrase for my next story.

The seconds ticked by. Luna’s smile had relaxed to a more neutral expression. A patient one, but clearly one that could go either way depending on what she said or how long she took to say it. There was steel underneath all that fuzziness.

She took another deep breath and let it whoosh out.

You’re playing with the big mares now.

“I want to say yes, but I’m not ready to make that commitment,” she murmured. Then, when she saw the tilt in Luna’s tilted head and swivelling ears, she added more loudly, “I… I suppose I may have kids one day. I need time to think about what my decision will mean for them.”

Luna nodded. “A reasonable request. Very well, I—”

She paused in mid-sentence, flicking her ears as she stared at something just above head height. Max glanced upwards and twisted to look behind her back, but found nothing suspicious in the dimness of the café. No emotional pings to suggest an intruder, either, so what was she so worried about?

Max turned back around, mouth half-open with a question forming on her lips, but froze when she saw Luna’s grim expression.

“We must cut our meeting short. You may be in grave danger.”

“Eh?”

Max threw another glance around, but despite an eerie chill that had suddenly descended upon the café’s interior, she couldn’t sense anything or anyone who might pose a threat to her—certainly not with Princess Luna in the room.

That was, until she looked down and felt a pit open up in her stomach when she saw an endless void underneath her chair, which hovered over empty space. Dark clouds and flashes of lightning swirled in the depths beneath her dangling hooves.

“What the hay?” she cried.

“My apologies for the deception, but you must wake. Now,” said Luna, and she reached over the table with a wing and pressed her surprisingly robust feathers against Max’s chest.

Max screeched and flailed as she tipped over backwards, but instead of smashing the back of her head against the invisible floor on which her chair stood, she plummeted right into the writhing abyss. Her heart leapt into her throat as gravity accelerated her into a speeding projectile. Shapeshifting didn’t work, and no amount of twisting, twirling or flailing she did offered any appreciable degree of air resistance to slow her fall.

“What the actual, fluffing hay!” she screamed at the shrinking speck of Luna peering over the edge of the abyss.

The wind’s roar in her ears grew louder and louder, and every fibre of her being strained with unbearable tension as she fell deeper into the void. Surely it had to have a bottom, right? It had to end. She could feel it coming, the instant that would see her turn into an unrecognisable coating of changeling goo on the ground.

Not like this. Not like this!

A silent scream tore out of her mouth as she spun out of control, until—

* * * * *

Max thumped into something soft whilst her heart hammered away in her ribcage.

Darkness surrounded her. Luna was gone. Nothing made sense.

It was pretty warm and snug, though, so she stayed put.

After a couple of seconds, comprehension slowly seeped back into her foggy mind.

She remembered the meal with Luna. And all the crazy stuff she did yesterday at the convention. Coffee. Plushies. Princess Luna. Fries. Obstacle course. All of it.

Too much of it.

Max scrunched her eyes and slowly peeled them open, and the first thing she saw was the green, almost bioluminescent glow of the numbers on the alarm clock in the darkness. A quarter past two in the morning.

It didn’t look like her personal clock, judging by the silhouette. Not her lamp, either.

Then, it hit her.

Hotel room.

All of that was a dream?

Max almost wanted to cry with relief. So much for worrying about Princess Luna dragging her off to a dungeon. She hadn’t even left the hotel yet!

Then, a decisive click pierced the silence, followed by a soft creak as someone opened the door to her room, briefly allowing warm, yellow light to spill in from the hallway. But that soon vanished when the intruder gently shut the door.

Max tensed, but didn’t move.

Her brain still felt too groggy to read the finer details of the intruder’s mind, but she could tell from the sinister, vengeful flavour that it didn’t have anything pleasant in store for her. Certainly not from the way it gracefully padded over the carpeted floor like a prowling cat, followed by the almost inaudible clink of a glass object.

Not yet, she thought as she forced herself to breathe softly and steadily.

The intruder edged closer and closer, until it stood right next to Max, on the side of the bed.

“Galleon sends his regards, abomination,” whispered a familiar mare’s voice.

Max rolled sideways away from the mare the instant she heard the pop of a cork. The thick covers slowed her a little, but she got enough distance to see the glowing, purple fluid streaming out of a phial and onto the mattress, right where her head used to be.

The fluid hissed and frothed when it came into contact with fabric, and a plume of acrid smoke and steam rose into the air as it ate into the mattress.

Green flames then engulfed Max as she shed her pony disguise.

Momentarily nonplussed, the intruder stared at the empty phial in her hoof for a second before tossing it aside. She then drew a knife and lunged forward to take a stab at her, and Max had to transform a foreleg into a razor-like gnathopod to slice her way out of the covers in time, which had bundled up around her. She deflected the blade with her gnathopod, rolled farther away and flipped onto the other side of the bed, slipped over the edge and then landed on all fours in a wide stance to steady herself.

“Furlong?” she murmured.

The thestral on the opposite side of the bed said nothing. Instead, she scowled and then flared both of her wings outward with blinding speed.

Max barely had enough time to flinch and shield herself from the flurry of knives that came flying out from the folds of her webbed wings. Two or three bounced against the hardened chitin on her gnathopod, whilst a few more embedded themselves in the wall behind her.

Phew. Close one…

She briefly weighed the merits of screaming to alert the sleepy minds in adjacent rooms, to use the ensuing chaos to make good on her escape, but thought better of it when she remembered that Ocellus already knew about her presence in the convention. If ponies got hurt and she—plus whoever else she might’ve blabbed to—put two and two together that a rogue changeling was involved, things could get a lot more difficult for her down the line…

“What would Daring do?” she whispered through her teeth.

Furlong answered with a hiss and lunged at her, a knife held in each wing.

Max dove aside, but not quickly enough. Furlong’s hoof smashed into her shoulder, and one of the knives grazed her barrel as they tumbled on the floor. They came to a halt with Furlong on top, but after a bit of flailing and parrying a knife with her gnathopod, Max then managed to get her hind hooves under the mare’s belly and bucked her off.

It didn’t knock her clean across the room, though. Furlong pumped her wings and halted her arc in mid-air, then kicked off from the ceiling to dive straight at Max.

On reflex, Max shapeshifted a pair of tentacles into existence from her back and arrested Furlong’s forward momentum by wrapping them around her midriff and tensing them up. She still crashed into her, but with only enough force to knock the wind out of her lungs.

Furlong furiously pummelled and clawed at her with every available limb, and Max was forced to grow more and more tentacles to restrain them, heedless of the toll the took on her reserves, until she pretty much had the thestral tightly ensnared in a tangled mess of writhing flesh.

Her captive snarled and bit on the tentacle nearest to her muzzle, but Max kept a firm grip on her despite the sting of fangs sinking into her flesh.

Then, Furlong’s pupils shrank to pinpricks as she released her. “Oh, gross!” she spat, retching as bluish blood dripped from her fangs.

Max already had a smug grin half-formed on her muzzle, but it wilted when heavy, muffled hoofsteps pounded in the hallway outside the room. They belonged to a wary, determined mind, which probably meant…

Security. Oh hayseed, this is going to be awkward…

Then, the deadbolt’s anchoring shattered when a brown pegasus mare came bursting into the room, and a very familiar one at that.

Okay, so it is backup. Just not for me…

“Let go of her, freak show!” Wind Shear growled as she charged at Max.

She didn’t comply. But restraining Furlong with so many appendages made it rather difficult to concentrate on a defensive spell or telekinesis, let alone breach their mental defences in order to pacify them. So that left Max with a fizzled-out spell and a resigned sigh when Wind Shear barrelled right into her, pinned her against the floor and began raining a barrage of punches onto her skull.

Twinkling stars and sparkly doodads popped in and out of her vision with each blow, and in between her yelps, grunts and interrupted spell-casts, she could feel her grip on Furlong gradually slipping.

Then, inspiration struck.

Max spent a generous helping of reserves to transform her changeling body into an amorphous blob of flesh, which did wonders for absorbing Wind Shear’s punches as she pushed her mass along the length of her tentacles. Each appendage swelled as she traversed them, until she finally reached the coiled tips and merged into a suit of carapace with Furlong snugly encased within, wings pinned to her sides.

Outwardly, she probably would’ve looked like a mare wearing a changeling-themed suit of armour, except that it was less of wearing and more of being imprisoned. She could feel Furlong’s panicked breathing as she strained against her interior surface, but Max had enough surrounding musculature to move her like a puppet. Even if Furlong could muster the strength to move of her own will, she probably wouldn’t be able to keep it up for long, not when Max had opted to let herself weigh as much as a full-grown pony in that form.

She did remember to leave holes in the head section for her to see and breathe through, though.

Meanwhile, the manoeuvre had apparently left Wind Shear at a loss as to how to proceed, since hitting Max also meant transferring some of the impact to Furlong.

The brief lull gave her just enough time to sucker punch Wind Shear and beat a hasty retreat to the corner of the room. Too late, she realised that she should’ve gone for the door, but Furlong’s furious struggling and heaving breaths were rather distracting.

“Full of surprises, aren’t you?” Wind Shear muttered as she wiped a trickle of blood from her nostril.

“Mmph! Do somethinhf!” Furlong cried through Max’s makeshift muzzle.

“Galleon was right.” Wind Shear pulled a glowing phial of purplish fluid out of a pouch and brandished it the same way Short Fuse would’ve a stick of dynamite. “You’re too dangerous to be allowed to live.”

Furlong suddenly stiffened inside Max. “No, waitf. Waif!”

Wind Shear uncorked the phial and stalked closer. “Sorry, Fur, you might have to take one for the team.”

Oh mare, that’s cold…

Too late, Max realised that she’d inconveniently forgotten to include a horn in her transformation. She widened her stance and tensed up, ready to dive in any direction depending on how Wind Shear threw her deadly concoction. Worst-case scenario, she’d have to risk a migraine and repel the stuff with a psionic barrier.

Something at the corner of Max’s vision made her pause, though.

Did that shadow just move?

In spite of herself, she flicked her gaze over to the opposite corner of the room and felt a chill in her spine.

The shadows flowed across the floor like wispy smoke from the darkest nooks and crannies of the room, eventually coalescing into a vaguely equinoid shape right behind Wind Shear. It swiftly sharpened and solidified into a distinct silhouette, dark and foreboding against the orange-yellow light that flowed into the room through the busted doorway. It was mostly solid-black, save for a wavy, translucent cloud from the neck up that gently billowed in a non-existent wind.

Wind Shear must’ve noticed it, too. Her eyes narrowed, and she discreetly re-corked the phial as she turned her head ever so slightly, ears a-twitching.

“That is quite enough,” the figure said.

“Says you,” Wind Shear growled as she flared her wings and spun to deliver a flying roundhouse kick.

Max cringed when her hoof struck the figure’s cheek with a loud crack. She would’ve expected anypony to reel and collapse from such a blow, but the figure didn’t even totter. Only its head had twisted to the side, allowing her to see the profile of its feminine muzzle and the elegant, clearly-too-long-to-be-a-unicorn’s horn.

Something metallic produced a dulled clatter when it struck the carpeted floor, followed by silence for a couple of seconds as everypony stared at the figure. Then, a brilliant, blue corona blazed to life on its horn as the figure straightened up once more, and the room’s light flicked on, revealing a rather miffed Princess Luna massaging her cheek with a hoof.

Max could feel Furlong shivering inside her, and if she still had a mouth, she would’ve been grinning.

Ooh, busted!

“Oh, pluck me,” Wind Shear muttered, frozen to the spot.

Meanwhile, Max heard dozens of pounding hooves approaching from the hallway, and several burly stallions and mares thundered into the room soon after. None of them looked surprised by the scene before them, and her suspicion that they were bare-coat guards solidified when Princess Luna swiftly dismissed them with a snap of her primary feathers, presumably to secure the building and to escort bystanders out of harm’s way.

Either that, or she just wanted to take them on all by herself.

Once satisfied with their renewed privacy, Luna cricked her neck and then shook her head as she gave Wind Shear a sour smile. “Such talent, wasted on criminal enterprise.”

She then plucked the glowing phial out of Wind Shear’s grip with magic and clicked her tongue as she examined its contents. Her horn flashed, and the phial vanished in a puff of teal smoke.

“Arcanised basilisk venom? Your employer has certainly spared no expense in their attempt to exact revenge upon a single changeling, and a rather unpleasant end it would have been. Would you care to explain yourself?”

Wind Shear pressed her lips together tightly and stood defiant, but Max could see her hind legs trembling.

“No matter. We shall have plenty of time to discuss your misdeeds,” said Luna as she pressed a hoof to Wind Shear’s cheek. “Sleep, child.”

Her horn glowed softly, and Wind Shear’s eyes rolled up into her head as she collapsed like a puppet with its strings cut.

Luna stepped over the snoring mare without so much as a parting glance and strode gracefully towards Max. She then stood in front of her for a couple of silent seconds, until Max remembered her manners and hastily dipped her head in deference.

One of Luna’s eyebrows arched as her eyes scrutinised her from head to hoof. Or rather, from helmet to boot.

She didn’t voice any opinion on Furlong’s half-hearted attempts to wriggle out of her skin-tight prison, but the waves of amusement and intrigue she exuded made her sentiment pretty clear.

Useful. And maybe just a little bit kinky…

“Maxilla, I presume? You may release the mare,” said Luna.

After taking a moment to mentally visualise uncoupling herself from Furlong, Max shivered as her chitinous exterior rippled like jelly before she sloughed off the mare’s frame, smooth as molten chocolate. After pooling at Furlong’s hooves, she reformed next to her as a regular changeling in a burst of green flame, quickly and efficiently now that she no longer had to worry about injuring the mare whilst her body was in a state of flux.

Furlong prostrated herself at Luna’s hooves the instant she realised she was free. “O Princess of the Night, I am so, so sorry. We didn’t mean to hurt that guy. Please, just don’t tell my—”

“Hush,” whispered Luna as she pressed a hoof to Furlong’s lips. Her brow had a stern crease on it, but Max could taste an undercurrent of compassion in her voice when she continued, “Long Watch will make a full recovery, but there will still be consequences for your actions. You may at least take solace in the fact that I intend to give you a fair trial—certainly more than your employer intended for your target.”

Luna’s horn lit up, and Furlong went out like a light.

Max could only stare in silence whilst Luna retrieved her tiara with magic and daintily set it back atop her head, as if she’d only just finished dolling herself up for a party. The only thing that really ruined the impression was her left cheek, which had swelled up a little after Wind Shear’s brutal kick.

Huh, would’ve expected alicorns to be tougher than that…

“Pardon?”

Max flinched. Did she broadcast that telepathically?

She racked her brain for a change in subject and voiced the first thing that came to mind. “Uh, who’s Long Watch?”

Luna sighed and cast a glance out the doorway. “One of my guards tasked with keeping an eye on you. He intercepted your assailants in the hallway when he suspected ill intent, and apparently did not expect to find their training to be on par with his. Those fractured ribs and cannons will serve as stark reminders not to underestimate anypony.”

She whistled sharply, then smiled reassuringly at Max. “You have many questions, I am sure.”

Max stared whilst several guards wordlessly marched in to tie up Wind Shear and Furlong before carrying them off like a cult of undertakers.

Then, after realising that she had voluntarily backpedalled from Luna until her rump touched the wall, she gave her a sheepish grin and cautiously stepped closer. “Umm, so, the last time we spoke—that was actually a dream?”

“Indeed.”

The bitterly pungent smell of basilisk venom and corroded bedding still lingered in the room. She buzzed her wings in an attempt to drive away the offending scent and wrinkled her muzzle before adding, “This isn’t another dream, is it? I’m not going to wake up again?”

“No, you are not trapped in a recursive dream.” Luna chuckled as she fanned her more impressive wings to help clear the air. “Would that have been preferable?”

“I’m not sure, but…” Max drifted off and stared at the floor.

Something seemed a little off about the whole concept, and then she blinked when it hit her.

Frowning, she locked eyes with Luna and said, “Wait, how did you even get into my dream? I’m not a pony!”

Luna’s smile widened. “Well, you know that they say: you are what you eat.”

Max snorted. “No, seriously. How? I’m pretty sure there would’ve been reports of this if you’d done it before!”

“Oh, but I have. You simply did not receive word of it from your reformed brethren,” Luna said with a devilish grin. “It was gruelling work attuning myself to minds such as yours, but King Thorax was a very supportive and insightful colleague in this endeavour.”

That dumb grub…

“That’s… kind of a cheating power,” she murmured out loud.

“Hah! Says the changeling who by all accounts is capable of bending minds and matter to her will in addition to her vastly improved natural abilities.”

“Hey, I—” Max raised a hoof, then lowered it when she realised she didn’t want to sound stupid. “Okay, you’ve got a point there.”

“Apparently, becoming more like us has made it easier for me to find you in the dream realm, though it is certainly much harder than for a pony.”

Max winced and flattened her ears. Oh, hayseed, it’s happening… I’m turning into a rainbow-beetle-reindeer!

Luna stepped close and placed a wing gently on her shoulder. “I know it may not mean much coming from me, but you may rest assured that my power over you is limited. Our meeting tonight was possible because I knew exactly where you were, and your dreaming mind – formidable though it is – was not guarded against my intrusion. Furthermore, I have no intention of hounding you in the dream realm, not unless the safety of Equestria depended on it.”

It wasn’t exactly what she was worried about, but it was better than nothing. Small mercies and all that.

“Also, my apologies again for the deception, but I chose your dream for our first meeting because I believed it the safest option for all involved.” Luna’s ears drooped a little, and Max caught a tart whiff of remorse from her as she continued, “Not the fairest of introductions, and it didn’t take me long to conclude that you are worthy of better. I was on the verge of revealing the truth to you when we were interrupted by those miscreants assaulting my guard.”

“I… I see.” Max scratched the back of her neck, then glanced at the wrecked door and ruined bed. “Uh, I’m not going to have to pay for that, am I?”

“It is taken care of. You are free to go as you please.”

“Just like that?”

Luna smiled and spread a wing to gesture magnanimously at the doorway. “Just like that, unless you have changed your mind about my proposal.”

Max opened her mouth, then paused when a tiny voice at the back of her mind whispered that maybe the whole assassination attempt had been orchestrated by the Equestrians in order to scare her into siding with them immediately. But then again, it seemed like an awfully convoluted sort of plan that relied on too many things outside their control. It wasn’t really their style, either, and after all she’d seen and heard, Max felt that there might’ve been something to Daring’s claims about Harmony watching over ponies after all…

And there you go, taking another step closer to rainbow reindeer-hood…

She banished the thought and gave Luna an apologetic shake of her head. “I’m not ready yet.”

“Very well, then. I shall take my leave.” With a nod, Luna turned and began making her way towards the door. But after taking a couple of steps, she slowed, turned to look back at Max and said, “You need not worry about being waylaid by hotel staff when you leave. They will neither ask questions nor demand pay for what has transpired here. However, should you choose to remain and catch up on lost sleep, you will find a suite prepared for you on the top floor. It will be open to you for the next forty-eight hours.”

“Oh, um… thanks!” Max managed to scrape together a half-smile and bowed awkwardly.

“Just bear in mind that I will still have my subordinates following you from a discreet distance, simply as a precaution against further incidents like this,” Luna added. “I only ask that you tolerate the inconvenience, for the safety of bystanders. They will not follow you beyond the city limits.”

“Yeah, I can live with that.”

Luna smiled warmly as her horn lit up, and something popped into existence before Max, held in her magical aura. “Here, have a cookie.”

“Eh?” Max blinked and automatically accepted the baked treat with a hoof. “I mean, thanks.”

“Do try to savour it. It wasn’t easy to pilfer from Tia’s personal stash.”

Max frowned as she stared at the ordinary-looking chocolate chip cookie. Tia? Who the heck is Tia?

Then, her jaw dropped. Wait… Tia, as in, Princess Celestia?

She looked to the doorway, but Luna was already gone. She couldn’t even sense her mind anymore, save for a lingering trail of mirth amidst the sleepy backdrop of the hotel’s occupants. The ones far away from her room, at any rate. The guards and staff had effectively vacated anything within what felt like a hundred-foot radius from her.

How does everypony but me know how to even do that?

After her scowl had subsided, she felt her eyes drawn back to the cookie in her upturned hoof. It had a warm and rich, sugary scent that made her mouth water, and she thought she could actually taste love in it as well. It was enough to make the void in her heart peckish, despite her substantial feeding at the convention. No detectable enchantments on it, either.

Feeling very much like a filly opening somepony else’s Hearth’s Warming gift, she took a bite and involuntarily moaned when a cocktail of sweet and nurturing flavours exploded in her mouth. Her wings buzzed whilst she chewed, a tingly shiver went down her spine as she swallowed, and she found herself rubbing her belly as it somehow filled both her stomach and the void itself.

She’d heard the phrase ‘made with love’ before, but she’d never thought that it could be applied that literally to baked goods.

Oh grub, forget the Canterlot Wedding. We should’ve invaded Equestria for this recipe!

She briefly considered saving the rest of it for later, but…

No, no, she couldn’t.

It was the best thing she’d ever tasted in her life.

“Should I come back later?” somepony asked. “You look like you’re in the middle of some special alone-time.”

“Gah!”

Max jumped into the air and spun around to find a female pegasus sitting in the chair by the dressing table. Upon landing, she immediately engulfed herself in green fire and turned into a random male pegasus. Not that it would do her much good right then, but if she needed to flee…

“Wait a sec,” she muttered, narrowing her eyes as she peered at the intruder.

The mare wore a rather scruffy red hoodie with crudely-cut slits for her wings, and a pair of brown, thick-rimmed glasses sat on the bridge of her muzzle. Before her little adventure underground, Max would’ve simply passed her off as a cosplayer trying to stand out by wearing an unconventionally modern outfit on top of the standard dye job, but she had already learnt to recognise that mental signature anywhere.

“How’d you get in?” she demanded.

“Well, there’s this amazing new invention called a door. I hear it’s incredibly useful for getting into places.” Daring Do grinned and pointed a feather at the splintered panel hanging valiantly on its mangled hinges. She then casually made her way to the bed and perched on the corner of the mattress. “Also, that must’ve been some cookie if you didn’t notice me waltzing in like I owned the place… You know, there’s an old myth saying that Princess Celestia created all the best things in the world for ponies to enjoy. Wanna know what I thought the first time she offered me one of those?”

Max snorted. “And anything better, she kept for herself, huh?”

Daring snapped her feathers. “Got it in one.”

“What’re you doing here? We missed you at the con,” she asked as she trotted over to sit beside her on the bed.

“I was busy with work. But after hearing about what happened, I thought I’d drop by to see how you were doing,” said Daring. She then patted her on the back and asked, “How’re you holding up?”

“Okay, I think…”

“Princess Luna is really something, huh?”

Max nodded. “Yup.”

They sat together in companionable silence for a while.

With the dust settled, Max’s brain felt a little overwhelmed everything that had happened on top of coming down from an adrenaline rush. They’d tried to do her in. Again. It almost felt like she’d gone for another round of spelunking in the Arthraki city, even though this romp came nowhere close in terms of actual danger. She somehow felt tightly wound up and crumbly at the same time.

“You sure you’re okay?” Daring asked as she leaned forward to peer into Max’s eyes. “Want to head on over to your suite? You look like you could use a nap.”

Max turned to the window. It was still dark outside, and a quick glance at the clock told her that they had a few more hours to go before sunrise. She craned her neck around to scowl at the gaping hole in the bed and said, “Nah, there’s no way I’m going back to sleep right now. What’re we going to do?”

Daring grinned as she hopped off the bed and trotted over to the window. “I know just the thing.”

Max first thought that she meant a breath of fresh air when she shoved the window open, but soon realised that Daring had other plans when she perched on the sill. A cold draft ruffled her feathers, bringing with it the dry scents of the urban landscape. Smoke, concrete and a whiff of whatever the nearest kitchen vent was spewing out.

She frowned and asked, “Isn’t that against hotel rules?”

“I won’t tell if you don’t.” Daring winked back. “C’mon, I’ll show you the best place in town for a late night snack—only ten minutes away. We can grab a coffee or tea, and you can tell me all about your harrowing experience as the living embodiment of a bad OC surrounded by my fans. I’ve been hearing all sorts of things, let me tell you.”

Max rolled her eyes as she shuffled over to the window. “Oh, you have no idea.”

Daring leapt into the night sky, and Max followed suit.

Jumping from the fifteenth floor gave her a clear view of the main street cutting right through to the heart of the city, and in the dark, the streetlamps and windows of buildings on either side made it look like a festive runway. The eastern horizon had the faintest hue of pre-dawn blue over the blackness of the sea, intermittently flicking in and out of view as they lazily glided past tower blocks. All was quiet, save for the breeze playing on their feathers and the flapping of the sleeves and cowl on Daring’s hoodie.

It almost felt like she was going on another adventure, just the two of them, whilst the rest of the world slumbered in peace and ignorance.

Speaking of which…

She flew abreast of Daring and said, “I can’t believe you still put in the part where I swallowed the bomb. Like, just about everypony was pointing out how stupid I was! And even that doesn’t come close to all the snide remarks about my new abilities. Couldn’t you have toned it down a bit, made me less of an obnoxiously overpowered self-insert?”

“Girl, I tell it like it is. You are a bad OC,” Daring shot back with a smirk. “But you’re also my friend, and I wouldn’t have it any other way.”

Whilst Max basked in the sweet fondness radiating from her friend, she sucked in a deep breath and imagined exhaling all of her weariness and pain through her nostrils. Whatever new world her actions had thrown her into, she would face it with somepony who had her back.

She then grinned and bumped hooves with Daring Do.

Yeah, totally worth it.

Author's Note

Man, I started writing this nearly two years ago... :twilightoops: How time flies.

I don't know if it's the proper sendoff you were expecting for this story, but I hope it's at least a satisfying one. In a way, it's kind of a relief to be able to finally say it's complete and move on to other, hopefully greater things. :twilightsheepish:

Hope you enjoyed the ride, and thanks for sticking with it to the end! :twilightsmile: