The Beard with a Jerk-Ass Hanging off of It

by Justice3442

At Least All the Terrifying Sights Distract Everypony from the Smells!

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As the group walked on a small, rocky, floating pathway that twisted and forked through the dark void of colors, like dark blue-purple paint swirling amongst pitch black ink, Star Swirl couldn’t help but think about a bunch of whiners they were and how lucky they all were to have him. The mares especially on both counts.

Perhaps the swirling vortex was scary to those with an untrained visual cortex, but Star Swirl was such a master of portals that he couldn’t help but chortle. Any mage overcome with rage could set their aims on creating simply flames. However, only a real wizard could navigate the reality blizzard that was entailed to unfurl the twisted paths between worlds.

Yes, the journey was full of twists, turns, peculiar mists, and the occasional third-degree burn. Still, it was undeniable that most everypony who followed Star Swirl, whether they wanted to or not, was being rather vocal in their concerns regarding strange maelstroms of power that seemed deadly, but were in fact, much more dangerous than any pony here, except of course for Star Swirl himself, could possibly imagine!

That didn’t change the fact that everypony was being a bunch of hopeless mopers and complainers and this extraplanar travel.

Again, the mares were especially noteworthy here. Look, it wasn’t like Star Swirl wore bells just because they were a timelessly fashionable accessory that ponies never seemed to embrace probably because of said ponie’s obvious idiocy and inadequacies. It also helped ponies find him in those dark places where the visual sensory turns to treachery and light becomes just a simple memory! Provided, of course, aforementioned ponies weren’t having their insides slowly digested by void spiders.

“Er, Star Swirl, sir?” Sunburst called out tentatively.


Applejack let out a heavy sigh. “Could ‘ya just leave him be?” she asked in an exasperated tone. “Ah know yer more freaked out than anypony here with all the carryin’ on you’ve been doing, but it’s only gonna get worse if—”

“Be SILENT female-farm-yokel!” Star Swirl snapped.

“THAT!” Applejack exclaimed, nodding irritably in the direction of Star Swirl. “If that happens,” she added in a glum mumble.

“Er… Apologies, Star Swirl the Bearded, Sir. Far be it for me to question a wizard of such renown,” Sunburst began.

Pinkie giggled to herself. “Hey, Sunburst, I think you’ve got a little brown on your muzzle there—” Pinkie was suddenly cut off by the sound of angrily jingling-bells, a ‘SWAT’ from Star Swirl’s hat, and more jingling as the irate unicorn floated his pointed hat back atop his head. “I kinda, sorta, maybe, deserved that,” Pinkie admitted. Her eyes narrowed to the width of knife blades directed at Star Swirl. “But definitely not from you…” she hissed out.

Sunburst eked out a worried “Ehh…” as he glanced at Pinkie then turned back toward Star Swirl. “Just… Are you sure it’s safe for this many ponies to be… wherever or whenever we are?”

“Simply keep to that path and follow me,” Star Swirl instructed as his eyes snapped back to face forward. “Otherwise you’ll fall off into the twisted void and be torn to shreds over the course of thousands of years…”

Starlight’s brow furrowed. “Wouldn’t you die of dehydration first, or even immediately after the aforementioned ‘being torn to shreds’?”

“Oh, your body will stop functioning after a brief bout of every molecule in your body being set on fire, frozen, and smashed all at once,” Star Swirl said, “but your soul and consciousness remain as the swirling masses of energy slowly wear them away into nothing.”

The Element Bearers all tensed, then slowly gravitated toward the center of the path.

Starlight cast a wary glance towards the edge. “Thanks for your concern,” she said flatly.

“Oh, you can take a running leap right off if it suits you,” Star Swirl quipped. “I only need the other pillars, Element Bearers, and my new protégé!”

Sunburst smiled to himself as he began to carry himself with a bit more confidence.

Starlight shot Star Swirl an icy stare and turned to look at Twilight as she hung back to talk to her teacher.

Twilight simply gave Starlight a nervous smile and shrugged slightly.

Starlight groaned. “This has got to be like… a dozen friendship lessons I’ve passed today or something. I mean… just look all the disintegrating I’m not doing!”

Twilight frowned. “Okay, but that would sort of prove Star Swirl's point about you.”

Starlight rolled her eyes. “‘I told you so’s’ don’t work unless you're around to say them, Twilight.”

Applejack peered upward and took a moment to pat the top of her head with a forehoof. “Hey. Has anypony seen my hat?” She asked, only feeling hair.

Pinkie spoke up. “Er, I think I saw it fly off when we took a sharp turn away from that gelatinous ooze monster that smelt like a glass of milk that had gotten forgotten under the bed for too long and then Fluttershy fainted…” Pinkie giggled to herself. “Good thing I carry smelling salts in my hair for fainting emergencies!”

Fluttershy half walked, half stumbled with the group, her eyes drifting one place to the next as if searching for a safe place to stare, but finding none. “I think I’d be better off unconscious…”

Starlight cocked an eyebrow in Pinkie’s direction. “You keep glasses of milk under your bed?”

Pinkie giggled. “Yeah! Like… you know when you really want to eat cookies in bed, but you don’t want to get up to get a glass of milk?”

“I… uh, no,” Starlight said. “I can honestly say I have no frame of reference for that particular feeling.”

Somnambula scoffed. “No wonder this one turned evil.”

“Hey!” Starlight protested. “It’s not a normal thing! Applejack, you’re boring—”

“I’m a hat short on a short temper, Starlight, so watch it a little.”

“Er, right… But… Do you keep glasses of milk under your bed?”

“No, that’s crazy!” Applejack said.

Looking at Pinkie, Starlight motioned in Applejack’s direction.

“Ah mean, there are metal containers specifically for keepin’ milk,” Applejack said. “I use those.” Applejack let out a short “Hyuk” before continuing, “Nothing like a fresh glass of room temperature milk in the mornin’…”

“What?!” Starlight exclaimed as she stared at Applejack in disbelief. She turned towards Fluttershy. “Fluttershy, do you keep milk under your bed?”

Fluttershy smiled. “Well, sure! I mean… I have a lot of baby animals who need milk during the night.”

Mage Meadowbrook tittered to herself. “An you never know when you need ta make a milk potion in bed!”

Starlight rolled her eyes. “Right, because that’s a thing.”

“Uh, Starlight?” Twilight interjected with a nervous grin and a blush as she nodded towards Mage Meadowbrook.

Starlight sighed. “Really?!” She looked towards Mistmane. “Mistmane, do you keep milk under your bed just in case you need to drink it?”

“Oh, me?” Mistmane chuckled. “No, of course not.”

“Finally,” Starlight huffed out.

“Though, keeping it there in case I need to both feed and water my plants in the middle of the night might be a good idea...”

“Oh, you’ve got to be-Rockhoof?”

Rockhoof took a moment to flex. “How do you think I maintain such mountainous muscles, lass? Not drinking milk at all hours of the day and night? Perish the thought!”

Starlight’s eyes on focused as a worried look came over her face. “Seriously…? Am I the only one who doesn’t keep milk under their bed?!”

Star Swirl let out a disgusted “Bleh! Are you crazy ponies talking about keeping perishable animal fatty protein juice under your beds?” He shook his head. “What nonsense is that, even?”

Starlight inhaled sharply. “I’m going to start keeping milk under my bed… I’m going to keep so much milk ponies will think I’m starting a cheesery…” she muttered to herself.

“Well, anyway,” Applejack continued, “So… Do you think we can get the hat back?”

“It’s gone, AJ,” Twilight said flatly.

“Ah know…” Applejack lamented. She sighed heavily.

Fluttershy peered curiously at Applejack. “Er… Don’t you have a closet full of those hats?”

“We’ll sure!” Applejack said. “But Ah’d feel a lot safer in this unnatural place with a nice hat on my head.”

Somnambula smirked at Applejack, “And what, pray tell, do you think your hat will protect you from?”

“Havin’ to look at that,” Applejack pointed off into the distance towards dozens of gleaming, dull red orbs held in a furry, oblong shape above a pair of jagged, massive shear-like mandibles and an another, massive oblong shape with eight sectioned hair-covered legs. At first glance, it seemed to be simply floating in the vast emptiness of the realm, but briefly, long, thin strands of a dark, silvery sheen were briefly visible, the creature clearly sitting in the middle of a web of some sort that was anchored towards part of the path and two pillars of unreality.

Pinkie reached into her curls and pulled out an entire cowboy hat. “Here you go, Applejack!”

Applejack regarded the hat with confusion for a moment, then put it on. “Thanks, Cuz! You just happened to have that on ya?”

Pinkie smiled and nodded. “Of course! I always have a spare hat in case of hat emergencies! I also keep a few books for Twilight, gems for Spike, bandages for Rainbow Dash, birdseed for Fluttershy, and a small sewing kit for Rarity… Ooo! Ooo! And some heavy sedatives if Starlight is having an off day.”

“Pinkie!” Twilight called out in a chastising tone.

“No, no,” Starlight said. “That’s fine. Pinkie can stop carrying sedatives when I’ve proven I don’t need them.”

Sunburst took a few fleeting glances at the terrible void creature before averting his gaze. “Uh umm…” he swallowed. “I’m sure it’s more scared of us than we are of it.”

Rockhoof glanced up at the creature and shuddered. “That is the Great Desiccator of the Swamps of Infinite Unpleasantness. He, in fact, feeds on fear, and also souls if you stare at his myriad eyes for too long.”

The ponies all immediately averted their gazes.

Meadowbrook simply rolled her eyes. “Jeff,” she said as she tossed up a quick smile and waved. “The Spider’s name is Jeff, or a reasonable facsimile in Dire-Dread-Void spider, speech. And he’s perfectly agreeable once you take the time to get to know him.”

“Oh, really?” Fluttershy said with interest.

Meadowbrook flinched slightly. “Maybe not get to know him quite that well.”

“Ooooh, yesss…” Mistmane cooed in agreement as she looked up and winked. “I’ve had him caught in my web many times.”

“… You mean ‘you’ve been caught in his web’, right?” Starlight said.

“Hahaha, no,” Mistmane replied.

Fluttershy glanced up. “Huh… I didn’t think spiders could blush.”

“Oh, Jeff is not blushing,” Mistmane said. “That redness means he’s ready to ma—”

“Cease your repulsive conversation!” Star Swirl ordered. “Your basic mare instincts disgust me!”

Somnambula let out a quick guffaw. “Oh, there’s nothing basic about Mistmane’s needs.”

“Well, cease your nauseating discussion at once!” Star Swirl commanded. “It is distracting important details regarding the Pony of Shadows’ defeat.”

“Don’t you already know how you’ll defeat him?” Applejack asked.

“Yes,” Star Swirl answered. “These details are for after his defeat.”

Twilight looked forward with a hopeful, if confused look. “I thought you were going to be trapped in Limbo once more.”

“Oh, we are,” Star Swirl said, “These instructions are for you, Useless Strumpet. There needs to be far more statues of my greatness spread across the land… At least 12! And a parade that stretches all the land and lasts for weeks! Star Swirl shook his head. “There has been a notable lack of statues of my greatness since I arrived!”

“But I showed you my collection when I got you into the castle!” Twilight griped.

“NOT BIG ENOUGH!” roared Star Swirl. “I only trust you’ll do a better job than those overrated timekeeper brats!”

There was a beat of silence as the ponies present mulled over Star Swirl’s words.

Starlight dropped her eyelids. “You mean Princess Celestia and Princess Luna,” she said in an annoyed, yet unsurprised tone of voice. “The princess who control day and night…”

“Yes, the original big disappointments outside of the pillars!” Star Swirl said. “At least they had the excuse of just being fillies when I left.” Star Swirl glared at Twilight. “What’s yours and all of Equestria throughout history’s excuse?!”

Twilight shot Star Swirl a hurt look and opened her mouth up and down, yet no sound came out.

“Hey, leave Twilight alone!” Pinkie exclaimed. “She’s still your biggest fan for some stupid reason! If Twilight had her druthers she’d smother Equestria in Star Swirl parades and statues!”

“Annoying Pink-girl-mare-thing, shut up so I can hear myself think!” Star Swirl declared.

Pinkie pursed her lips and wrinkled her muzzle. “Don’t go to sleep…” she whispered out in a harsh warning tone. “Don’t go to sleep…”

“We’re here!” Star Swirl declared as he motioned upwards.

Everypony present looked up a set of foreboding, rocky steps, each one looking like it was more a climb then a simple trot up. These steps were flanked on either side by jutting pillars of obsidian or some similar sharp and hard substance full of dark promises of lacerating injuries if they were touched. Together, they formed the entryway to an ominous ziggurat that seemed to ooze malice and ominous chanting just from a glance.

Fluttershy let out a terrified “Meep” as she curled into a shaking yellow ball with long, pink strands of her mane and tail sticking out.

Applejack turned. “Ah’m jus’ gonna take my chances with the fear eatin’ spider or one of the soul grindin’ vortexes, thanks.”

Twilight stood in front of Applejack and gave the orange pony a disapproving look. “I’m sure it’s not as bad as it looks!” Twilight insisted.

“Verily,” Rockhoof quipped. “It is infinitely worse.”

Applejack scrunched her face in determined irritation and motioned to Rockhoof with a foreleg.

Twilight just sighed. “Please, AJ? Just bear with this a bit longer…” Twilight offered Applejack a smile. “Who knows? Maybe you’ll grow to appreciate the mystical forces at play here!”

DUMB MARES SHUT UP AND ASCEND THE STAIRS OF UNENDING TERROR AND DESPAIR! Star Swirl hollered.

Twilight’s smile suddenly turned nervous and pleading as she continued to stare at Applejack.

Applejack just sighed as she turned and the group began clambering up the massive steps. “The things Ah do for friendship…” she uttered.

Mage Meadowbrook, Somnambula, and Mistmane all clambered on top of Rockhoof’s massive back, each giggling to themselves, especially Somnambula who nearly fell off in a drunken torpor several times and had to be helped up by the other two girls. Rockhoof simply smiled slightly to himself as he took large strides to climb up the massive steps.

“Wait,” Pinkie said as she leaned her head down and scooped the terrified Flutter-ball onto her back. She began bouncing up each step as Fluttershy let out small, but clearly terrified sounds that seemed to increase in pitch and desperation with each jump. “If Star Swirl is supposed to be good, why does this thing look like the birthplace of all evil and also something named the “stairs of unending terror and despair?”

“The name is metaphorical, simpleton!” Star Swirl answered as he floated himself over each step.

Starlight’s nose wrinkled as her forehead tightened. “Okay, but that doesn’t answer Pinkie’s ques—”

“Also, the name is quite literal,” Star Swirl said. “Everypony step and float lively!”

The ponies suddenly double-timed up the steps. Sunburst slipped several times and let out terrified, high-pitched shrieks until Twilight took him in a magenta glow and floated him onto her back. Starlight regarded this with a scoff of annoyance as she levitated herself up, quickly followed by Twilight who flew herself and the—now much calmer—Sunburst.

Huffing, puffing, and only crying and screaming lightly, the group made it to the top where almost all present proceeded to collapse onto the smooth, pitch-black surface of the ziggurat.

Star Swirl, the only pony still on his hooves after the climb, motioned with a forehoof so emphatically his bells rung once more. “THERE!” he declared, motioning up to what one might describe as a sacrifice altar if they had working eyesight, “There Grogar is, clearly not dead!”

As worn out, sad, and scared as the ponies where the ‘animal’ before them standing over a low podium caused each one to freeze in place. Like smoldering coals, glowing red eyes framed by bushy white eyebrows regarded them with silent disdain. A pair of pointed, predator-like ears sat next to a set of massive, curved horns jutting up from his skull before they began curving forward to sharp points ending just before his tusk-laden, fang-filled maw. If there was ever a creature designed for death, this was it.

After a brief bout of terror-riddled silence, Pinkie broke the quiet. “Clearly undead is more like it!”

Star Swirl rolled his eyes. “Well done, obnoxious pink one. Yes. There are many ways to say the same thing.”

Applejack stared at Grogar intently, her emerald eyes quivering as if they wanted to break eye contact with the animal but dared not for fear that one glance away would spell her doom. “Ya know, if I knew ‘evil goat’ was going to be what’d top the list of horrible, horrible things Ah’d see today I’d have tried to drown myself with my bed-milk.”

“Say hello, Grogar,” Star Swirl said nonchalantly.

Grogar let out a long, low bleat that seemed to reverberate through the entire ziggurat and unreality of the plane.

“I’m afraid of goats now…” uttered Fluttershy weekly. “Me. Fluttershy…”

Seemingly mostly indifferent to what she was seeing and experiencing, Starlight hopped onto the alter next to Grogar and took a look at the podium. “Oh hey! There’s some sort of book here bound in the flesh of ponies.”

“How can you tell that at a glance?!” Twilight exclaimed.

Starlight continued. “And it’s written in Old Ponish…” Starlight smiled. “With rather pretty calligraphy,” she quipped as she looked over the bold rune-like words with sharp, almost dagger-like points to them.

Grogar let out a small, content bleat which once again ran through the ponies like a hungry ghost sipping on their souls.

“Huh…” Starlight said as she looked over the text. “Looks like names and titles that have mostly been crossed out… The Sirens… The Pony of Shadows… Tirek is on here a few times, Chrysalis is on a bunch but crossed out every time… Oh… the last one is The Pony of Shadows again, but not crossed out.”

Grogar casually stepped up and closed the book, letting out a short bleat that created another cascade of chills.

“Ah-HAH!” Applejack exclaimed. “Ah knew the goat was ev-“

Grogar suddenly made a throaty sound accompanied by a viscous midnight-blue substance that erupted from his mouth in a spray, coating everypony present.

The ponies unfamiliar to being covered in Grogar’s mouth secretions all froze in place with looks all but shouting they had made a terrible mistake, or perhaps several, this day.

Somnambula wiped the slime away from her face. “I need to be far drunker for this…” she uttered.

“Ah concur,” Mage Meadowbrook quipped.

“I did not consent to this!” Mistmane exclaimed.

Rockhoof simply uttered a quiet, “Must this happen every time we visit the goat?”

Yeeeesss! Yeeeeeesss!” Star Swirl hollered jubilantly as the blue-black substance dripped from his beard, hat, and cape. “Let the magnificence of Grogar’s power slime flow through you and fill your being with knowledge and strength!”

Pinkie swallowed. “I mostly feel icky and violated… and if anypony knows the good feeling that’s supposed to accompany being covered in goo that’s me.”

Mistmane let out a scoff.

“Oh, and Mistmane apparently,” Pinkie added as Mistmane gave her a smile and approving nod.

“This is jus’… the worst…” Applejack said as she took off her hat and threw it as far into the endless blackness of the realm as she could. “Please, the sane ponies here support me in agreein’ that this is the worst.”

“Oh, I don’t know,” Starlight said as a near euphoric look came over her. “It feels pretty good once you get used to it! It tingles in all the right places!”

“Ah stand by my previous statement.”


With another sharp squeal and groaning tear like reality was being ripped asunder, a swirling hole once again appeared in the throne room depositing the midnight blue covered ponies in Twilight’s map room.

Sunset peered curiously at the group, Spike still embracing the orange alicorn and smiling contently to himself. “Where the heck did everypony go?” Sunset asked she looked over the group as they began to disperse. “And why is everypony covered in malevolent ectoplasm?”

Fluttershy trotted past Sunset, her eyes wide and staring off into nothing. “W-we all g-got into St-Sar Swirls ma-ma-magical hole and met his g-g-g-goat,” she stuttered out as she journeyed towards the door of the room.

“A goat that got sticky-sicky-icky goo all over everything! Eww!” Pinkie shrilled as she bounced past Sunset and out of her room.

Sunset’s left eye began to twitch. “Please tell me that’s just bad phrasing.”

“Well, yeah, but the truth ain't much better, really.” Applejack shook her head. “Worse, even. Plus, like… Apparently, there’s this tiny dog that lives in Twilight’s table that got into it with the old goat? Er… The bell wearing wizard old goat, not the literal old goat.”

Sunset chuckled. “Right. You mean Order.“

Applejack’s face twisted in annoyance. “Okay, did everypony know about this dog except for Pinkie, Fluttershy, and me?”

“Um… And me!” Sunburst said.

Applejack shook her head. “Next thing Ah’m gonna hear if Spike knew about the freakin’ table dog!”

“Er, I guess you didn’t hear me… that’s fine,” Sunburst said as he dejectedly walked out of the room.

“Oh,” Spike looked up from his hug, “you mean my main canine pal, Order?”

Applejack let out a terrible snarl of frustration.

“You guys are talkin’ about Order, right?” Spike repeated.

Sunset looked down. “Spike, I know you’re like… super happy about my help, but maybe you should go find Rarity and try to keep her from seeing anypony covered in the clearly evil slime.”

Rarity’s horrified shriek echoed out into the room.

“Whoops, too late…” Sunset said.

Spike smiled to himself. “It’s okay!” He began to strut away backward from Sunset. “Sounds like somepony needs a big dose of TLC! Which stands for tender love and care.”

“We know, Spike,” Sunset said dryly with a somewhat amused expression.

“Also, a big dose of DDD,” Spike added as he made ‘claw guns’ at Applejack and Sunset.

“What’s that stand for?” inquired Applejack.

“Why, double-dragon-dicking, of course!” Spike said with a giant grin on his face.

“Ah really should stop askin’ questions…” uttered Applejack.

“Alright, Spike! Just go!” Sunset exclaimed. She watched a few more slime soaked ponies file out of the room, all shaking in wide-eyed horror and disgust. Noteably in quite different states where Star Swirl, who seemed to be in a trance everypony else was ignoring, and also Starlight who had an askew smile slashed across her face as she pranced out of the room.

“So, what did I do while I you were all away, you ask?” Sunset intoned.

Applejack let out a heavy sigh. “I specifically, and purposely didn’t, but yer gonna tell me anyway…”

Sunset continued. “I ducked away to my dimension for some sweet, impromptu bathroom sex with a high-schooler and then came back to get hugged by afterglow Spike and Rarity for a while until Rarity stumbled off to ‘freshen up’.” Sunset chuckled. “Spike was so happy he just held me for a while.”

Applejack’s left eye twitched. “Ah needed to know none of that…”

Sunset grinned wryly, “Just wanted to make a point that at least some ponies here are having a good time while you all embark down Star Swirl’s dank magic holes and get goat-slimed.”

Applejack narrowed her eyes at Sunset. “You like having a lot of salt with your meals, don’t you, Sunset?”

Sunset’s smile grew and she shrugged her shoulders. “They say sodium is a great preservative! Gotta keep my looks and spirit preserved to deal with all the… today… today has been!”

Star Swirl’s head suddenly flew back as white beams of light fired from eyes all to the sound of goo-muffled bells. “Grogar’s power slime has given me a vision! I know how to defeat the Pony of Shadows! I shall tell everypony immediately!

“Like that!” Sunset said motioning to Star Swirl. “Exactly like that!”

Mistmane’s chastising voice called out from down the hall, “Oh, go cleanse yourself of slime, you old coot!”

“I shall tell everypony in five minutes!

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