A Stable Supply of Blood

by Burzum

Rating: mature
Tags: Profanity, Violence, Crossover, Dark, Death, Zecora, Changelings, My Little Pony: Friendship is Magic, Horror, Other, Adventure
Length: 24840

A strange, eccentric man named Caleb is ripped from his world into Equestria and is going to take out a (second) cult to get back.

After being sucked into a portal during a duel to the death with his sworn enemy, a gunslinger named Caleb finds himself falling through the sky and landing in a land full of vibrantly colored Equestrians. But as he starts to explore and dig a bit deeper, he finds that there's more to this saccharine world than first meets the eye.

Published 2021-06-30 04:40:01 UTC
Last updated 2021-08-12 19:38:03 UTC

Episode 1: The Hay of All Flesh

"Come to me, my son," Tchernobog's deep, bellowing voice reverberated from within the desecrated relic of a once sacred temple that sat perched atop a desolate mountain peak. Caleb stood at the chipped granite stairway, peering up towards the defiled cathedral with his beloved double-barreled shotgun cradled in his arms like a newborn child as hellish red storm clouds accumulated overhead; smothering every last beam of moonlight behind a blanket of darkness. As the tips of his long, black trenchcoat whipped around his wirily frame like a cloak in the howling wind, he thought back to all he'd fought through to reach where he was standing now. Hordes of the undead, an ocean of dynamite-chucking nutjobs, even ghoulish specters that were more than eager to harvest his soul and came charging right at him screaming bloody murder. He'd been through a lot. He'd killed a lot. It'd been a grand old time, but it was time for this to end. He was going to mount Tchernobog's rotten head on a plague and hang it over his fireplace. He tipped the wide brim of his hat and began his ascent up the stairs to put the dark god out of commission once and for all. "Let us embrace at last!"

As Caleb entered the temple, he saw that the way forward came to a stop at a colossal stone wall decorated by a large, twisted goat's skull before splitting off in both directions. He looked left, then right, and could see the paths split once more both going forward and backwards. Caleb just smiled a toothy grin, stuffed his shotgun back into the empty void within his coat, and pulled out two bundles of bright red dynamite. That supposedly all-powerful and all-knowing god really thought he was going to just make a beeline rush him and not even look both ways before crossing the temple. But Caleb was better than that. He knew how this was going to work; done it countless times. He reached into his pocket and pulled out a small metal lighter; flicking it twice to produce a flame and bringing it to the two wicks of the explosives in his hand. Once the fuses had ignited and were burning down towards the TNT, Caleb threw a bundle at each of the far-facing walls as hard as he could; watching with glee as they bounced off the rock-solid surfaces and landed just out of sight in their respective alcoves. Now it was time to wait for the payoff.

Three.
Two.
One.

The walls of the temple started to violently shake and tremble as the dynamite went off in a massive double fireball, the heat from which Caleb could feel washing against his pale, withered skin like a tidal wave despite being several dozen feet away. But once the dust settled, he fished out his shotgun yet again; it was time to see what the damage was. He took the eastern pathway first, poking the gun's barrels around the corner first and firing off two shots into the chamber before peeking around the corner to see for himself what remained. The long and short answer was not much. Just a thick coat of grey-and-green slop and the smoldering, blackened remains of a very large but very dead spider.

"Oooooh, nasty!" Caleb muttered to himself, puckering his chapped lips as he put on an exaggerated fake British accent for the line. He knew there wasn't going to be anyone around to hear him say things like that, but he didn't care too much. It was just a way to keep himself occupied when it got too quiet for his liking. He loaded two fresh shells into the shotgun and turned around to go and check out the other niche to see what messy surprises waited for him in there, but hos blood ran cold when he peered into the darkness of the hallway heading further into the temple and saw six beady glowing eyes looking right back at him. And whatever those eyes belonged to...was growling.

"Bad dog," Caleb whispered, pointing the cold steel barrels of his weapon forward. Without missing a beat, he pulled both triggers on his shotgun and unloaded the full payload into the darkness. The blinding white light of the muzzle flash was enough to unveil the monster lurking within the black, and it was just as he'd feared: A hulking two-headed canine that was as tall as he was and three times as wide. Its rotten, bloodied fangs were bared in a grimace of malice that seemed to stretch its leathery brown skin over its facial bones like ill-fitting latex. He had fought this...thing before; blown it sky high with a mouth full of explosives. And yet, here it was now, not ten feet away from him and looking more vile than it ever had while alive. Not only did the skin covering its body look rigid and stiff, but its once fiery-red eyes were now a milky blueish-white and completely unfocused. But it wasn't the grisly visage of the undead Cerberus that had Caleb on edge; it was the smell. There was this unholy stench like someone had just smashed open a basket full of rotten eggs in the alcove, and it only got worse when the undead monster unhinged its right jaw and a geyser of burning hot air spewed from within. Thinking fast, Caleb covered his face with his free arm and scrambled back down the western hall; lunging down to the cold cobblestone floor and hitting the ground with his gut as a pillar of fire seared just over his head and singed the tip of his hat.

Caleb hurriedly got back to his feet and broke into a sprint to escape his feral pursuer, stuffing his shotgun back into his coat so he could put more space between himself and the double-headed demon dog. Shells weren't going to stop that thing, he needed time to fish out a weapon with some heavier firepower to put down the demented mutt once and for all. He figured that if he could make it to the other side of the temple and take refuge in its cubbyhole, that'd give him the few seconds of breathing room he needed to whip out the Tesla cannon, charge it up, and fry Cerberus so hard he could serve him up in a barbeque hot and fresh.

However, his heart sank when he looked down the hallway he was running towards and saw the vague outline of a figure slowly approaching his direction. Was it Cerberus? Had it circled back around and come out the opposite end to ambush him from the front? Caleb peeked back over his shoulder to check and nope it was still hot on his heels, its twin tongues hanging limply from its maws like a pair of matching red flags as it chased him down the hall. If he stopped now, it was going to rip him to shreds. But facing forward again, he realized the monster he was about to run face-first into wasn't exactly a safer option.

It was a large, winged demon that looked like one of those gargoyles he'd seen perched atop a number of old castles and manor roofs had broken free from its pedestal and had come down to harass him; its stone-grey skin and grotesque, grinning expression only reinforcing the image. It was yet another monster Caleb had blasted back to kingdom come, named Cheogh, that had returned from the dead to try and kill him once again. And like last time, that wasn't going to happen. He didn't care if he was caught in between a rock and a hard place, he was still going to come out on top like every other time he'd been on the ropes.

Unfortunately, his bravado didn't change the simple fact that he was in a real Catch-22 of a situation. If he stayed inside the temple, Cheogh would've been easier to pin down because of the small space that they were stuck in, but these same narrow halls made Cerberus' flame breath nearly impossible to dodge. It only worked out last time because he'd gotten lucky. But if he made a mad dash for the exit and headed back outside, Cerberus would have been less of a threat but being out of an enclosed space would have given that godforsaken gargoyle free reign to fly in the air and bombard Caleb with either hard-hitting punches and bites or blue energy balls that Cheogh could spit out with the speed of a Thompson.

And as if on cue, Caleb could see that the airborne demon's piercing white eyes were beginning to illuminate in the shadows of the defiled church. It was about to let all Hell break loose, and the only way he could possibly go to avoid the assault was blocked by Cerberus, who hadn't shown any signs of stopping. Suddenly, it clicked in Caleb's mind. He knew just what to do. He jammed his hand into his coat and dug his boot into the stone floor, turning on his heel to face Cerberus head on as he pulled his hand from the void where he kept all his precious tools tucked away with his tried-and-true problem solver clenched tight in his palm as he held it triumphantly over his head: A rusty brown pitchfork, each of its four prongs caked in dried blood.

"It's time someone put you to sleep for good," Caleb roared as he charged the wild beast, his pitchfork primed and ready at his side. No fear, no dread. Adrenaline was coursing through his veins like a fire in his blood as he and Cerberus got closer. That godawful smell of sulfur was beyond overwhelming now; if he wasn't so focused on the task of killing that cursed dog he probably would've vomited. He nimbly ducked underneath Cerberus' twin biting jaws and thrust the pitchfork's prongs upwards into the feral beast's thick, round throat at the point right before the two heads would have began to diverge and separate. But Caleb didn't settle for stabbing the beast, absolutely not. Even as he felt the large dog trashing and squirming to get free, he continued to shove the pitchfork deeper into its flesh, using his own upper body strength to force the dog back onto its hind legs. With its two heads high in the air, it was now in the direct line of fire of Cheogh's energy blasts. Caleb didn't even have time to move out of the way before Cheogh's energy spheres whizzed over his head and collided with Cerberus head-on and chunks of hot, melting flesh and muscle started raining down from above; splattering his coat and hat with gooey, slimy chunks of meat. Caleb stood up, ripped his pitchfork from the maimed carcass of his fallen enemy, and turned back towards the winged demon. He doubted the creature felt any remorse for accidentally turning its ally into sticky mulch, these monsters weren't exactly pioneers of empathy or compassion.

"Two down, one to go, and I doubt you'll fare much better," He mused, a smirk curling up his lips as he swapped out weapons once again. This time, he traded in his pitchfork for a couple more bundles of dynamite. Cheogh may have survived the first blast, but if the numerous chips and cracks in the gargoyle's stone skin were any indication he wasn't going to survive the second or third. Better throw both, just to be sure. Caleb started to reached into his pocket to fish out his lighter again, but dropped it back in when he saw Cheogh's eyes were already starting to glow again. It was going in for the kill, just as Caleb was, and he didn't have time to prepare the dynamite; it'd take too long. Nah, he had a better idea.

Just as the twin sapphire blue spheres of energy started to materialize into existence, Caleb threw the dynamite over his shoulder and started running. He wasn't afraid of Cheogh's attack hitting him, no, it was the-

Before he could even finish the thought, Caleb's ears were assailed by the cacophonous sound of an explosion, and a second later he was launched forward straight into the eastern wall, colliding into the solid stonework with a loud scream of pain. His ears were ringing, the tail of his coat was smoking from the heat, and the gargoyle had been demolished and reduced to rubble. As had a large chunk of the hallway it had been occupying, but thankfully the rest of the temple was still standing for the most part. He dragged himself over to one of the columns that lined the walls and used that as a support to pull himself up to his feet, his legs still weak and shaky from being thrown ten feet across the room. As he stood there for a couple minutes trying to regain his balance, Caleb started to think about what just happened.

"Why didn't that kill me?" He mulled over the question while he took a breather. It just didn't make sense. Sure, he'd been shot at and attacked countless times up to that point, even had a few close calls with death from time to time, but he figured his continued survivability was a mix of luck and skill. Those didn't factor into him being hurled into a granite wall at 30 miles per hour and managing to brush it off with nothing more than a few nasty bruises. He thought back to what Tchernabog had told him when he'd first arrived at this damned temple, his answer for betraying not only Caleb but Ophelia, Gabriel, and every other high ranking member of his foul cult.

"Because I knew you would return. Can you not see? Every life you have taken has made you stronger, and you have returned to me with a greater sacrifice than I ever could have wished. With the power you bring, I shall throw open the door between worlds, and inherit the earth." The words from his former god rang as clear as a bell in Caleb's mind. Maybe there was truth to what he told him, and the consumption of so many souls had given Caleb supernatural durability. He started to laugh. A sharp, bellowing howl that echoed and reverberated through the empty building over and over again.

"Ooooh, turning Tchernobog into mince meat is going to feel so, so good," Caleb growled, his features hardening as he finally drew out the weapon he was going to eviscerate that walking goat skeleton with: The Tesla cannon, a bulky cluster of what might as well been steel piping welded together and fitted with a firing trigger. And yet, the balls of electric fury that launched from the barrels of that metal husk would always end in unbelievable amounts of gibbitude, turning not only where the victim stood but anywhere in a 50 ft. radius into a splatter zone for their chunky remains. Caleb, battered and bruised from the thrashing he just went through, finally advanced deeper into the temple with a big, toothy grin on his face.

Caleb weaved around the corner and found himself standing in the doorway of a small, square room. Limestone and marble pillars lined the walls, and it was almost completely barren of decoration save for a single furnishing. Facing him, on the far end of the room, was a dusty old throne made of leather and mahogany wood. It seemed well-worn, probably decades old at this point and almost certainly an offering from one of Tchernabog's devout worshippers as an offering. However, what truly caught his eye about the small chamber wasn't the furnishings or lack of décor for a throne room, it was what he saw on the floor. Scratched into the stone was a thick, black circle with a complex sigil on the inside of it and slightly overlapping the circle itself.

"How very interesting," Caleb chuckled as he crouched down, shifted his Tesla cannon onto his shoulder to free his left hand for a brief moment, and ran his fingers through the engraving. He knew what this was, anyone with a knowledge of the occult worth their salt would be well aware of this symbol: It was a teleportation circle. A powerful tool for anyone with the know-how to use it, with the only real caveat being you needed to spend the time to prepare for the journey; just casting the spell and stepping into the warpgate was like throwing a dart at a map, you had no idea where you were going to wind up. But what was vexing about this circle was the complexity of the sigil, normally a simple five-pointed star was enough for a teleportation circle and yet this one was ornate and far more complex in its design. How odd.

"Most impressive, Caleb," Suddenly, the hair on the back of Caleb's neck stood straight up as a dark shadow filled the doorway behind him. He turned his head to confirm his suspicions, and sure enough he was right on the money: Tchernobog. The dark deity towered over Caleb, his razor-sharp teeth pulled into a wide smile that was like staring into a mouth full of knives, not helped by how the black voids where his eyes should have been were examining Caleb like a prime cut of lamb at the butcher's. He hurriedly rolled onto his back and pointed the business end of the Tesla cannon right at Tchernobog's ghastly horned skull.

"I finally found you, you son of a bitch," Caleb rasped as he slipped his index finger into the guard, resting it on the trigger and pushing it to the last notch before the cannon would begin to fire. "Any last words before I send you down to the same hellpit Ophelia's soul has been cursed to so she can kick your ass a second time?" The skeletal ghoul simply laughed; the noise making his jaw and spine rattle like macarenas. Caleb winced in disgust at the uncanny sight.

"As if you could strike me down," Techernobog chided, his voice rife with bemused disbelief. "Have you grown so arrogant to forget, my son, that it was I who guided you down the path of the dark arts and the black magic you now use with such finesse? It matters not the shape or size of the toys you point at me oh-so threateningly, they are but toys to me all the same! Bullets will do nothing but annoy me, Caleb!" Now it was Caleb's turn to laugh.

"I find it highly amusing you think this baby shoots bullets, you walking freakshow," Caleb snarked, a sneer pulling up his lips as he felt the heat from the Tesla cannon's cooling vents caressing against his scarred, wrinkled hands. Before Tchernobog had a chance to demand elaboration from Caleb on what he meant by saying that, he pulled the trigger and a slew of high-speed spheres made of concentrated lightning screamed through the air; colliding with the colossal fiend square in the chest. His body twisted and thrashed, and even over the near-deafening squeals and electrical cackling of the cannon, the screams of agony from the forbidden god were still loud and clear for Caleb to enjoy. And enjoy them he did. Tchernobog wasn't just in pain, he was being pushed back. First one step, then another, and a third. Caleb quickly got to his feet and closed the distance between them so he could keep up the assault, occasionally making sure to duck out of the way of the lavender fireballs his opponent was desperately trying to hit him with to get some breathing room. But being such a desperate, wild attack, while these flaming balls would have normally been extremely dangerous for Caleb evading them was incredibly easy and a quick side-step was all he needed to be high and dry.

As the time passed, such a heavy barrage of damage was starting to have a noticeable effect on Tchernobog, despite his supposed unholy durability. While the wounds may have started as fairly minor damage, if extremely painful, the severity of the injuries didn't matter when Caleb was blasting him at such close range and so consistently. His ribs were charred, chunks of bone were breaking off from his body and disintegrating in midair, and if this continued Tchernobog was certain this empty old holy ground was going to be his gravesite. He needed to think up a plan to defeat Caleb, and he needed to do it fast. His mind was racing, his gaze scattering up and down the confined space the two of them were in looking for something to get him out of this. And that's when he saw it; just behind Caleb in the throne room: His ticket for victory.

"I open the gate between worlds!" Tchernobog roared as loud as he could, vainly trying to seize victory from the jaws of defeat with this last gambit. And much to his own delight, it seemed to have worked! A whirlwind started to blow through the empty halls; subtle and quiet at first, but quickly picking up speed and ferocity as the seconds passed until it mutated from a light breeze to a powerful vortex focused on a single spot: The teleportation circle. Caleb jerked his head around to see what in God's name was causing that gust of wind, and the answer made him go pale.

"What is that? Your ticket to run from your most devoted disciple like the coward you are?" he yelled over the whirling scream of the gale. It had gotten so strong that it was starting to suck his hat in, and when he instinctively raised his hand to keep it on his head he realized what a huge mistake he just made.

"No, Caleb. That's not my way out of this fight," Tchernobog smirked, getting back to his full height with that devilish grin plastered on his face. "it's yours." Before Caleb could open fire again, Tchernobog stepped forward and swiped his long, glistening clawed hand through Caleb's chest; tearing his shirt down the middle and reducing it to nothing more than a bloodied rag as he was sent flying backward; getting closer and closer to that vacuum wind. Thinking fast, Caleb threw his Tesla cannon aside, and grabbed onto one of the pillars leading into the throne room, desperate to keep himself from being pulled in with the large weapon. Even as his legs were being pulled into the air, he clung to that column like a drowning man would cling to a rock.

"Where are you going to obtain ultimate power from, if not from me?" Caleb screamed defiantly, fishing into his coat for one last try to slay the beast. He yanked out the only weapon he could feasibly hold when he was in such a predicament: His smallest, weakest weapon in his entire arsenal, the flare gun. Good for taking out small fry like basic brown-robed cultists and mindless zombies; much less so against reality-binding gods. But he didn't care, if he was going down he was going to take this monster down with him.

"There's always going to be another "most devout follower", Caleb, and with any luck they won't be as good of a gunslinger as you!" Tchernobog laughed. Despite sustaining heavy injuries, he still came out on top if only by sheer luck. Luck that was going to run out, if Caleb had anything to say about it. He pointed the flare gun at his foe, who was still having a good guffaw about his supposed victory, and focused his dark spellcraft into the single shot he had to fire. Even if the recoil wasn't going to make him lose his grip on the pillar, there wasn't any way he could reload it with another flare. He had one shot, and that one shot may or may not have had a 50-50 chance of just making the gun explode in his hand like a firecracker. But he pulled the trigger anyway.

The flare launched from the barrel, streaking forward through the wind for a couple of moments before splitting apart into eight separate flares that took the shape of a diamond pattern. That was the last thing Caleb saw before being launched back, screaming a last cry of rebellion before being pulled into the gust of wind and disappearing from his world for a long, long time. Possibly never to return.

"EAT MY ASS, TCHERNOBOOOOG!"

Caleb never did see if his final shot managed to land its mark. One moment, he was in the temple, the next he was spit out of a portal and falling out of the sky. A different sky. Gone were the rolling red clouds that choked the air like volcanic smoke and in their place was a crisp, clear night sky that was filled to the brim with stars that glistened like gemstones. It had been such a long time since Caleb had seen a sky so beautiful and alluring, he would have found it a touch nostalgic if his thoughts weren't interrupted by him plummeting into a pine tree. He crashed through what must have been 30 branches that were all too happy to scratch, cut, scrape, and smack him every which way until he finally reached the bottom and hit the ground below on his back.

"Superhuman durability or not, that still hurt like hell," Caleb mumbled to himself, touching the trunk of the pine tree with his...hoof. That was a hoof. He was touching the tree with a hoof. He brought the new appendage to his face just to double check, then to triple check. And yup, that was still a hoof. He looked himself over to find he had not one hoof but four. Was this some sort of cruel joke? Was it a dream? Since that fall still hurt like nothing else he was willing to bet the answer to that was no, unfortunately. He rolled over onto his stomach so he could stand up and get a better look at himself. He felt up to his head, and while he did still have the hat on he touched something hard like bone against his skull. Was it some kind of horn? Another question to add to the pile. He seemed to still have the coat, and it seemed to have also been accommodated to fit his new body which was nice, though he doubted any of his weaponry would be of any use. Though, that did have him wondering where the Tesla cannon and flare gun went. "Mysteries to solve at a later time. Right now, I have a more pressing issue: HOW DO I MOVE?"

It was weird to think about, but he really would need to learn to walk again if he wanted to get anywhere. Actually, there was a lot he would need to effectively relearn how to do. Walking, running, grabbing things, he felt like a newborn again and he hated it. He racked his brain, trying in vain to recall if he'd ever watched a horse walk before, but he was drawing nothing but blanks. He was so lost in thought he didn't even hear the sound of something coming up from behind him until they spoke.

"Mister, are you doing okay?" the sound of a young girl's voice rang out, and when Caleb snapped around to see who that voice belonged to he found a very small, green-furred horse starring back at him with a look of perplexed confusion, though she quickly shied away from him. Oddly enough, she didn't seem to have any horns or bone sticking out of her forehead. Maybe Caleb was mutated, maybe he was just built different. "I heard a loud crash and came to investigate, and I found you just standing here."

"I'm minding my own business, that's what I'm doing here," Caleb scowled, his hellish red eyes narrowing as he looked her over. She looked like she couldn't have been older than ten, if he were to make a very haphazard approximation. For some reason, she had a tattoo of a pearl necklace on her back leg. That was...odd. Did he have one of those? He craned his neck to look at his own hind legs and yep, he did: A matching pair of tattoos actually. His was of a bloody hoofprint; like a horse just dipped one of theirs in a bucket of crimson paint, smacked him on the ass a couple times and called it a day. No idea what that was supposed to mean or how it showed up in the first place. "And what's a runt like you doing out here in the dead of night anyway? Didn't your parents teach you anything about approaching strangers in the middle of the woods? I could be dangerous."

"Well, I mean my house is right over there," the young filly stated matter-of-factly, pointing over towards a small wooden cottage not a hundred feet from where Caleb was standing. Explained why she heard the crash in the first place, he probably made a lot of noise on his trip down to the ground. "Besides, even if you did try to fillynap me I'd just yell real loud and my dad would come beat you up! He's an ex-Royal Guard, you know. The best of the best." Caleb opened his mouth to say he'd like to see the old man try, but decided against it when he remembered just what sort of state he was in. "But my name is Triumphant Gleam! What's yours, mister?"

"Caleb. Sorry to cut to the chase, but I'm not here for small talk. I need to get out of here. Where's the nearest teleportation circle, or some sort of authority on magic? Is there anything like that here?!" He knew asking that was probably just chasing a pipe dream. He didn't even know if this place had magic in the first place, but at least it was worth a shot.

"That's a weird name," Gleam said as she got a closer look at the tall, withered stallion. "And your clothes are really weird, too! You're not from around here, are you Caleb?" He didn't say anything, just shook his head dismissively. That would have been putting it lightly. He literally wasn't even a part of this world. "Magic? I don't know much about it, but Dad could probably get you in touch with Princess Twilight! She knows all about stuff like that! What if I brought you home, got you something to eat? I'm sure you aren't doing too hot after that big fall. Then we can talk to dad about getting you to Canterlot to talk with her!"

"...Sure, why not. You lead the way, I seem to have injured my leg on the way down and want to make sure I can still walk," Caleb said flatly. That was a lie, of course. His legs were working just fine. He just wasn't about to admit to a child that he didn't know how to walk in the first place. She gave him an affirmative nod and went back the way she came with a big, cheery smile on her face. Caleb analyzed her movements very carefully; monkey see, monkey do. Left back leg, then left front leg, then repeat for the right side and start the cycle anew. Didn't seem too hard. He took his first steps forward, and they were very slow and clunky first steps. But then came the second, third, and fourth cycles. Before he knew it, Caleb was walking around just fine. He caught up with Triumphant Gleam shortly afterward.

"Just one thing Caleb," Gleam whispered as she rested her hoof on the wooden door. "Prepare yourself. My mom....something's wrong with her and we don't really know what it is. A couple days ago, she went out with some friends for lunch, and not only did we not see her again until early the next morning she came back...different. Like, really different." Before Caleb could ask any questions, she pushed open the door and before he even saw what the inside looked like he could already hear yelling from within.

What he did see looked livable enough It was a small, warmly furnished cabin that reminded Caleb of something he'd see in an idyllic Claude Monet painting or a brochure for woodlands getaway vacation. The walls were smoothly painted with cool blues that seemed like a perfect fit for the stone hearth against the eastern side of the cabin, while the floorboards were made from a lovely polished oak. And yet, the more he looked around the harder the illusion was shattered. Bookshelves had been toppled over with their contents spilled across the ground, the broken shards of a vase lied scattered about like caltrops. And then he looked into the dining room. Sitting at the table in the center of the room was a snow-white unicorn, who Caleb noted was not only missing an eye but also had one of his legs replaced with a small steel wheel. That must have been Gleam's daddy dearest. She did say he was part of the military or something to that effect. He was currently slinking away from a grey Pegasus, presumably her mother, who had climbed onto the table and looked like she was about 30 seconds away from just tearing out his throat right there. Neither of them looked like they had slept in days. The stallion had dark bags under his eyes, while his wife's stark back mane and the feathers of her wings were untamed and filthy.

"Silver Spear, please calm down, I'm sorry! I'm so sorry! I just can't keep up anymore, you've drained me dry and I'm exhausted!" The stallion pleaded, clearly on the verge of just breaking down and crying. "I'm beyond tired, and I don't know what to do anymore!" The mare, evidently named Silver Spear, just shoved him with her hooves, knocking both him and the chair he was sitting in to the floor, before jumping off the table to close the distance. Caleb felt Gleam stuffing herself under his coat for comfort, and while his initial response would have been to shove her aside, he was willing to make this one exception.

"Well you better think of something you useless cripple or one of two things are going to happen," Silver screamed into her husband's face, making him wince away in terror. He couldn't look her in the eyes anymore, it was like some animal was just wearing her skin to mess with him. "Either I'm going to start force-feeding you medicine to make you last longer in bed, or I'll just move onto other targets and start anew. Now which is it going to be, Winter Wind?" He didn't answer, too frightened by her to do so. Unfortunately, that wasn't an answer she wanted. Her face twisted into a mask of utmost blind rage, and she raised her hoof to strike Winter. Gleam, not able to watch any longer, dashed from underneath Caleb's coat and cried out in protest.

"STOP! You're hurting him, mom! Please stop!" Silver's gaze snapped towards her daughter with an uncomfortable quickness, even startling Caleb a little. Noticing they had a visitor, her piercing golden eyes snapped from her daughter to Caleb. And like someone had just flipped a switch, her entire personality changed. Her anger melted away like snow, her body language became more demure, her grimace turned into a sultry smile. Hell, like some form of magic her feathers pruned themselves and every unkept string of hair in her mane became neatly combed and cleaned.

"Why hello there handsome," Silver purred, gazing at Caleb with half-lidded eyes as she approached, casually brushing aside the broken glass and scattered novels with her hoof like they weren't there. He just scowled in disgust, not saying a word to the Pegasus. "Sweetie, why didn't you tell mommy that you'd be bringing home such a virile stud for company tonight? I would've had time to get all cleaned up! We're going to have a talk after I'm done..." She pressed her chest against Caleb's, only for him to immediately step back against the hearth. Gleam ignored her, rushing over to her father to check that he was still okay. "Mmm, fuck just being near you is making me wet. I can smell the magic coursing through your veins. It's nothing like my husband's pitiful supply, you're positively dripping with magic! And it's oh-so vile and disgusting!"

"I'm not interested, bitch," Caleb growled, meeting her sultry gaze with a death glare. Though, her compliments confused him. There was magic here? And she could smell it on him?! Could the other ponies do that? Gleam hadn't said anything of the sort when they met. "I don't care what sort of charms you think you have, I guarantee they are not going to work on me."

"Aww, not interested huh?" Silver whined, feigning disappointment in the unicorn's response. "That's okay, stud." She leaned in real close to Caleb, so close that he could feel her hot breath against his ear. And hear the repulsive quivering arousal in her voice. "I like it when my prey aren't interested. It means they're going to fight back. Besides, unlike that blind waste of air, I'm not under any restrictions from just brainwashing y-" Before she could so much as utter another peep, he clocked her in the side of the head with his left hoof, thrashing her head with a sudden jerk and colliding straight into the hearth with a sickening crack. Silver Spear fell limply to the floor, blood pouring from her skull.

"Fight's over," Caleb said, a smirk tugging at his lips. It was good to know he hadn't lost his touch when he was dropped into this world. Gleam and Winter were staring at him in appalled shock, neither of them able to so much as scream at what he'd done. The air was still and deathly quiet as the blood from the fallen Pegasus pooled on the floor. Blood that was a distinct greyish-green coloration, just like the spider Caleb had blown to smithereens. Then her silver fur started to recede and disappear, revealing a glistening black chitin underneath.

Author's Note

Behold, probably the first MLP x Blood crossover fic!

Episode 3: A Farewell to Hooves

"To be honest, Caleb, I've been thinking about where these Changelings could've come from, you know?" Gleam gasped as she and her "mentor" rushed through the thick foliage of the Everfree Forest, ducking under low-hanging branches and weaving through clusters of trees as they made a mad dash to Ponyville. It was a long run, but Caleb's new form seemed to have been tailor made for extended bursts of speed because they'd been going at this speed for well over thirty minutes and he didn't even feel a little tired. While being stuck in a body without hands was still a walking exercise in suffering, it did occasionally have some perks.

"That so? Any takers so far?" Caleb mused with obvious disinterest as he jumped over a long tendril of a tree root with ease. Hopefully he could've gotten out before he was put on detective duty, but he had his own suspicions about where these Changelings came from. With the numerous mentions to bringing him back to some sort of hive, they must have had some sort of base location to return to and he wasn't liking where his mind was headed with that line of logic. All of a sudden, his train of thought was scattered like a mound of leaves as the wind howled and twisted around them, striking Caleb across the muzzle and filling the trees with the wild screams of those damned to perish within the forest. His thoughts turned to what would've happened if he and Gleam never met. He couldn't die of old age, but starvation, sickness, and just being torn to shreds were still very viable ways of putting him back in the ground. And who knew how long this forest went on for? That Changeling captain said it went on for hundreds of miles; maybe she was actually telling the truth when she said that. As he lingered on this, the unicorn saw something flash into the corner of his vision. He couldn't make out what it was, all he caught was a glimpse of glowing yellow eyes, but whatever it was it vanished as soon as it appeared. Caleb scowled and dismissed the thought. He could see the tips of rooftops amidst the thinning trees, if they were out of the woods he'd get a much better look at whatever it was out in the open.

But then Caleb started to think: How was he going to fight? If, as the Changeling had told him before he slit her throat open like a stuck pig, using magic at all was akin to blasting off a flare squarely on his location then every time he so much as pulled a weapon from his coat using his telekinesis that would be drawing Changelings to him like moths to a flame. And he might have been quick on his hooves and a more than capable gunslinger, but if his suspicions were correct and they'd turned this town into a breeding nest, it was more than likely crawling with the insectoid freaks. And who knew how many of them would be those horned captains? He almost died in a fight against a single one! Suddenly, Gleam's soft voice shook him out of his momentary stupor.

"No, and that's the problem. I have no clue who would be malicious enough to work with reverted Changelings, or what their reasons for doing so would be. There's nopony in Ponyville especially who I could ever see doing such a horrible thing, but we know there's gotta be somepony on the inside working with them! Why else would they have taken my mom? And where did they take her!?" Gleam said softly, clearly on the verge of bursting into tears as she and Caleb peered into the darkened town. There didn't seem to be much activity, with only a few ponies going about their business under the stale light of the streetlamps that lined the dusty dirt roads, but that was to be expected. It must have been well past midnight by this point, and it wasn't like this was a bustling cityscape either so Caleb wouldn't have been surprised to hear that most activity was done and out by 10:00. "That's why we gotta talk with Ms. Glimmer and her friends! She's the principal of the School of Friendship and they're all really smart, she'd know what to do!"

However, before the two could even take a step within the borders of the town, an audible rustling of leaves and branches reached Caleb's ears. It seemed that whatever caught his gaze in the forest had finally come out to play. A smirk pulling at his muzzle, he turned around to face the new threat with Gleam right behind him, his hind legs tensed and coiled like a spring as he readied himself to pounce, and found himself face-to-face with an unusual sight. It was another pony, but her appearance cloaked in a thick brown hood that covered most of her body. The only details that were visibly clear were her legs, which were marked with distinctive black stripes, and the same uncanny golden eyes Caleb saw watching him on the way through the forest. Had she been following them? If she had, it must have not been for a very long time or she'd only chosen to reveal herself at that moment.

"If you want to stay alive, you'd choose wisely to stay out of that hive," the stranger warned as she raised her hoof towards the town to reinforce her point. Everything about the mare was throwing Caleb for a loop; her voice was thick with an accent he couldn't have possibly discerned and deep as the sea floor. None of the ponies Caleb had talked to, Changeling or otherwise, spoke with such an air of eldritch secrecy. Gleam, however, seemed to recognize the stranger's voice; cocking her head to the side slightly as she racked her brain for where she heard her before. Seemingly unfazed by Caleb's body language and eagerness to throw hooves, she explained further. "For the Changelings you fought within that dark forest have long since started to infest."

"Mmmm, interesting," Caleb smirked. So he was right about the town having been turned into a nest. But despite the stranger having opened with words of advice, sneaking up behind him and dressing like a cultist from the Cabal wasn't exactly what he would consider to be a smart move if she wanted a long lifespan. Most people he'd met wearing such a garb as hers would have been turned into paste. But on the other hand, if she were allied with the Changelings (or the Cabal, for that matter) she would have just gone straight for Caleb's throat just as quickly as he would have gone for hers. Especially if this was some sort of hitman or assassin. "Tell me, stranger, who might you be? Are you friend or foe? Personally, I'm getting the vibe of a foe, and I'd suggest you clear that up before I make the decision for you."

"I insist traveler, keep your weapons low! I am a friend, not some vicious foe!" The visitor said with a stern glare, still not showing Caleb even a hint of fear if she was feeling any at all. She was shockingly courageous, that much was clear. To clear the air of mystery, she raised her hoof to the thick cloth that enshrouded her face in dark shadows and pushed it back to reveal herself: She was an aged, weathered Zebra mare with her mane fashioned into a large, thick white-and-black mohawk; a few streaks of grey marring the color only slightly. Realizing who she was, Gleam lit up like a lantern. "My name is Zecora and I warn you again, ignoring my advice will surely do you in!"

"Ms. Zecora! What are you doing here? And...what do you mean about the town being infested? It looks perfectly fine from here! And besides, how could they have taken over when the Elements of Harmony are protecting us?" Gleam inquired nervously, her soft eyes shifting between the Zebra and the small, rural village behind her, which now looked far less inviting than when they first arrived. The elder merely shook her head and drew her hood back up.

"Ponyville is no longer a safe haven I fear," she whispered solemnly; her golden eyes continuing to glow under the cloak's shadow. Her eyes, they reminded Caleb of his own with how luminescent they were in pitch black darkness. He doubted such a striking detail could be merely chalked up to coincidence or chance. In fact, he doubted that this meeting in and of itself was just happenstance either. Had she been drawn to his supposed magical ability like the Changelings had been? If she knew about the ones he'd encountered in the woods, she must have been in the area when he fought. Like Gleam said, she and her family didn't live very close to the border of Ponyville; she wouldn't have just been out there for no reason. "But I cannot tell you why out here, lest my words reach listening ears."

"And what makes you think I'd be willing to listen in the first place? You're acting like I'd be willing to help you save your town but I'm not under any obligation to do so. I doubt the brat is the most ideal fighting partner either, so it sounds to me like you are shit out of luck," Caleb mused, his cracked lips curling into a cocky smile. Gleam was staring at him with utter appalment at his open refusal to help Zecora, while the eponymous Zebra could only look at him with a blank expression before she began laughing at him. It was quiet at first, before bursting into empty howls. There was no joy or humor to it, her laughter was broken like shards of glass.

"As if you ever had a choice in the matter," Zecora lamented with a dismissive shake of her head. Caleb's smirk started to fade as he realized what she was saying. "But I'm afraid those are dreams I'll have to shatter. You murdered several of their hive and when all is said and done, you're still public enemy number one. They're going to wait until you're out of sight and then snuff you out like a light. And I don't think you'll fare so lucky the next time they challenge you to a fight." He hated to admit it, but Zecora was right. He thought back to how poorly he fought against that commander, and she was a single opponent. If he had access to his full toolkit things would've turned out differently for certain, but as long as he was stuck in this body he was fighting with a serious handicap. And who knew how many they'd send after him next time? Against his better judgement, he was going to have to cooperate.

"Well, if we're going to be making this into a partnership, you'll need to tell me what exactly is in it for me," Caleb said flatly. Personally, he doubted this would be anything so elaborate as them working together. While she wasn't exactly a withered husk of a mare the Zebra wasn't exactly in her prime years anymore either. So he wouldn't be surprised if this would be him doing all of the heavy lifting while she just gave him advice and directions on where to head next. "I'm fine with turning these things into mince meat but that doesn't mean I'm going to be your personal errand boy."

"I am an alchemist and occultist by trade, so my services would be vital for your crusade," Zecora said, flashing Caleb a knowing smile from under that hood. He wasn't certain if his instinct was correct and she could read his dabbling with the unknown and forbidden from his innate magical abilities or if it was some other factor, but it was unnerving all the same. Even the Changelings couldn't have pinned down that much about him, and yet she'd sniffed it out with ease. Who was this Zebra? "And to put backing to my claim, if you come with me I can put an end to your spells attracting Changelings to you like moths to a flame."

"Now you've persuaded me," Caleb said as she turned her back to the duo and started heading back into the Everfree Forest, with the duo hot on her heels. Just thinking about having that restriction lifted was like a weight had been lifted off Caleb's shoulders; he hadn't wanted to risk even grabbing stuff when that was enough to set them off. And the journey leading back to her hut was a short but deathly quiet one. Neither Caleb nor Gleam really had much to say or ask, and being left to ponder in such eerie silence forced Gleam to confront just how isolated she and Caleb had become. But, as bad as things had gotten, at least they did still have Zecora to help them out. Actually, as Zecora pushed past a thick wall of bushes and shrubbery and led the two into the more untamed and wild areas of the Forest where it started to merge with the sludge of the marshes, a thought popped into her head.

"Ms. Zecora, may I ask you a question?" Her soft voice piped up, cutting through the silence like a hot knife through butter. Caleb looked to the sky and watched as the trees overhead continued to grow thicker and larger, blotting out the moon's light in a blanket of winding limbs and broad leaves. No wonder Vulvux had been nervous about travelling out into the Everfree, it seemed like once he stepped off the beaten path they entered an entirely different ecosystem.

"Of course you may," the elder replied with a gentle smile as she pulled her hood back down so she could listen to the small filly before ducking underneath a long, claw-like cluster of twigs and branches that loomed overhead. A thick, rancid smell of rot and sludge had also began to permeate the air with every breath the group took. "We should be far enough into the woods that we need not worry about what we say."

"If the Changelings have taken over Ponyville as thoroughly as you said, why haven't they come after you? I mean, you're really strong and smart, don't they see you as a threat as much as they do Princess Twilight and her friends?" Gleam said as Zecora paused in front of a large, gnarled old tree that had been converted into her abode; with a small door carved out of oak planks being the only betrayal of its true purpose. Well, that and the fifteen or so talismans and voodoo charms that hung from the branches of the tree. Caleb looked up and saw the dried out skull of an animal he couldn't recognize hanging over the entranceway like some sort of nightmarish warning to trespassers about what waited for them if they crossed her. He was starting to like Zecora already. The Zebra raised her hoof to push open the door for her guests, and paused. The air went as still as a grave while she leaned against the door, her shoulders visibly slouching as she solemnly thought over what she could possibly tell the filly when the answer was something she really couldn't understand. And yet, there was no way she could simply lie to her.

"My dear Gleam, the reason why they have not turned me into one of their mindless tools," Zecora said, turning her gaze towards the filly who looked back at her with curiosity glistening like crystal lights in her eyes. "Is simply that they consider me nothing more than a mindless, babbling fool. Not even worth the trouble of subduing, and it is this hateful hubris that will be their undoing. But that's enough about their behavior I detest, step inside if you will," She pressed against the wooden surface and stepped aside for the two as the door swung open with a low, moaning wail. "and be my guests."

Caleb and Gleam stepped inside and began looking around. It was a fairly small and compact home, but considering she seemingly lived by herself that was to be expected. Even still, it seemed to be well-furnished, with numerous shelves carved into the walls that were stocked with potions and bags of ingredients for magical brews he couldn't have possibly recognized. Several tribal relics and masks hung from the walls, casting dark and foreboding shadows into the center of the room as they glowed in the light of the candles that lined the outer edges. But the centerpiece of the room was what caught Caleb's attention first: A large black cauldron filled to the brim with some bizarre bubbling green liquid that was being stoked by a small fire underneath the metal pot. It was filling the small room with a thick, pungent stench that wasn't too different from the stink of a decaying corpse, and a large stirring pole jutted out of its surface. Caleb wondered how long it'd been sitting like this; he assumed she must have been cooking something up when he alerted everyone within a 50 mile radius earlier that day and had rushed out the door to go check it out. Was probably a safety hazard to leave a fire unattended in a house that was literally built into a giant tree.

"Mmmm, horse burgers," Caleb mused as he stood over the cauldron and looked down into its sickly, boiling contents. Gleam came up behind him to see what had caught his attention and wrapped her hoof over her nose as the awful smell hit her like a train. She quickly turned away from the bubbling sludge and looked towards Zecora for an explanation. The Zebra saw her expression and could only laugh as she shut the door behind herself.

"I can assure you two what is boiling in that cauldron isn't for you to eat," Zecora said as she approached the cauldron from the opposite side and started grabbing empty glass vials off the shelf behind her with her teeth, placing them on the ground next to her one by one. As they waited for her to finish, Caleb allowed his eyes to drift into the other only other room in the house. He could make out what appeared to be her bed tucked against the far wall, and as he leaned in a bit closer he could make out some saddlebags and some sort of long pole over there as well. Was she planning on getting out while she still could? She must have been travelling light if that was the case. "And it certainly isn't a brew made from pony meat. What now sits and stirs in my cauldron is for removing charms on the mind, and that rancid smell is just a sign that what I've got cooking is the best you can find."

"Ms. Zecora, were you planning on taking on the Changelings by yourself?!" Gleam said incredulously; staring at the Zebra like she'd just ignited into flame. The Zebra could only manage a weak smile and nod her head affirmatively. That was exactly what she had been planning on doing. "What if you got hurt? When Caleb fought a bunch of them earlier today, they were out for his blood! What could you have possibly done against a whole town full of them?"

"While it's true that if I had gone through with my plan it would not have a happy end to my story," Zecora said as she lifted her roof and ran it through the young filly's soft, emerald-green mane to comfort her. She lifted her head to look up at Caleb before continuing. "But I would much rather have gone down in a blaze of glory. And now that I have a partner, my chances are looking just a little brighter!" The tall stallion just smirked. It wasn't like he really had much of a choice in the matter, but he was never one to turn down an opportunity for gruesome bloodshed.

"Mmmm, that might be true, witch," Caleb growled, his raspy voice echoing through the hollow tree like an empty cavern. Zecora's gaze narrowed at being called something so derogatory, but for the moment she decided it would be best to just let his remark go. The last thing she needed at the moment was to wear thin their already shaky alliance. "But you still owe me what was promised. If we're going to go save the town like you so desperately want, then I implore you to cough up whatever special technique you've got to keep me from alerting every Changeling in the tri-state area."

"That is true," Zecora admitted before grabbing the stirring staff in her teeth and pushing it through the murky green brew a few times to prevent it from stagnating. When she was finished for the moment, she pointed towards a dark brown box carved out of wood tucked underneath one of her shelves, subtly blending in with the surface it rested against. Neither of her guests had even seen that it was there until she pointed it out. "But I still have preparations to do. Under there is what you seek, just be sure to drink from the potion whose color is the most bleak."

"About time," He muttered under his breath. While Caleb was annoyed by her continued insistence to speak exclusively in riddles and rhymes, he was moreso just relieved to finally be getting somewhere. He dropped down onto his haunches, shivering slightly as his bare stomach hit the cold floor, and cupped the small container with his hooves, sliding it towards himself until it rested against his chest. He could hear more of those vials that Zecora seemed to have tucked in every corner of her house clinking around as he moved the box. He wondered how long they had been sitting under that shelf. Did potions have expiration dates? Well, it wasn't like he had any other options to fix this mess he was in unless he wanted to try raiding a Changeling stronghold without magic, and that point he might as well just save them the trouble and stab himself. He wrestled the lid off the box with a soft pop, then both he and Gleam leaned down to get a look inside. Zecora had gone back to her own business, busily stirring the cauldron while her guests examined the box's contents.

Just as Caleb had suspected, there were four or five glass bottles stuffed into the box, each filled up to the brim with some strange liquid; each one a different color. Red, green, a dark purple, a nasty yellow, and the one at the far right corner of the mahogany container that was pitch black like hot tar and was billowing a dark smoke that filled any free space not taken up by the concoction itself. The one that looked the most bleak, huh. It didn't take a genius to figure out which potion he was supposed to drink. As he grabbed the small bottle with his hoof and swiveled it around to get an idea of how thick the substance was, Gleam was staring at him like he'd just lost his marbles.

"Caleb, are you gonna drink that?! I know what Zecora said, but what if there's some awful side effect? What if it turns you evil or something?" Gleam inquired as she looked into the smoldering mess of obsidian that filled the glass bottle. The room went deathly still for a few moments; even the sound of the Zebra pushing her wooden pole through the green sludge faded away into silence as both she and Caleb processed what the filly just said. The eerie quiet was broken when Caleb threw back his head and burst into wild, monstrous cackling and all Gleam could think to do was retreat backward towards Zecora.

"I hate to pop your bubble of sweet ignorance," Caleb said with the widest shit-eating grin ever grinned stretched across his face like a rubber mask and his rancid yellow teeth on full display. Gleam could feel the blood draining from her face when she saw chunks of black chitin stuck in the gaps in his horrid smile. It was in that moment she was eternally thankful to Princess Twilight for not making the moon bright enough for her to see whatever he did to the Changelings, and in that same moment she felt ever so small under his looming frame; a long shadow from the candle behind his back blanketing the small pony. It was under that dark shadow that Caleb's nightmarish appearance was truly illuminated for Triumphant Gleam. His greasy black mane, his withered, leathery hide, the way his eyes glowed in the dark. He didn't look like the grizzled action hero she thought he was, he looked like a monster. "But I didn't get looks like these by delivering puppies to good little colts or by working my days in a soup kitchen. There's blood on these hooves, brat."

"Caleb, that will be enough!" Zecora's voice boomed as her face twisted into a feral snarl, making the small hut tremble as her command echoed off the walls. She leapt down from the small stool she was standing on to reach over the pot to shield Gleam from whatever the unicorn may have decided to do next; her golden eyes hardened like diamonds as she stared her "ally" down. "I swear what I say to you now is no bluff, if you overstep your boundaries I won't be afraid to see to it your life be snuffed." The brief moments of quiet afterward filled Gleam with dread. Zecora looked like she was ready to kill Caleb, while the eponymous stallion just looked...amused, with a catlike grin spread across his face.

"Fine, fine, I'm willing to play nice for now. As much as I hate to admit it, I'll need you as much as you need me, so...bottom's up," Caleb chuckled before grabbing the cork keeping the contents inside the bottle from spilling out onto floor in his mouth and giving a quick tug, yanking it free from its confinement with an audible pop. Without another word, he brought the glass vial to his lips and threw his head backwards; consuming the vile black substance with one clean motion. It was thick, and surprisingly similar to syrup in its texture and how slowly it slid down his throat. But it didn't taste like any syrup Caleb had put on his breakfast before. No, the horrid beverage tasted like he was drinking liquified chalk. But as much as he despised every second of it, he just clenched his teeth shut and swallowed every drop like he was ingesting a bad dose of medicine. As he overcame the heinous flavor, he could've sworn he could see the slightest hint of a smirk on Zecora's face. She was enjoying every moment of his suffering. "Petty bitch. What happens now?"

"Nothing, I just wanted to watch you choke," Zecora mused, her smirk only widening with every word. So she did find his agony amusing, he knew it! Not feeling too amused himself, Caleb reached into his coat with his magic and withdrew his pitchfork. In that moment, he didn't even care about getting consumed by the Changeling horde, he didn't care about surviving the night. He was so unbelievably infuriated that he got led around like a dog by this pseudo-mysterious Zebra only for it to have been all for nothing the only thing on his mind was pinning her to a wall. And he would have broken into a charge and done just that had she not explained further. "Do not feel vexed, that was merely a joke. As well as a test, I was merely making sure that old potion was still working its best."

"Hmmmm, is that so? Does it seem to be working?" Caleb inquired with an arched brow as he lowered his weapon. If it was working as it was supposed to be, he'd be willing to overlook her little "joke", but that Zebra was still treading on very thin ice. She gave him an affirmative nod, and only then did he slip his pitchfork back into his coat. For a brief second, he seriously contemplated showing Zecora his more mystical weapons that he had at his disposal but quickly decided it'd be best to keep those up his sleeve as a little surprise for everyone. Besides, he doubted the gunk he just allowed to slide down his throat would magically also mask the dark enchantments his weapons were charged with. "And seeing as you finally kept your end of the bargain, what's our next move?"

"I'm glad you asked," Zecora said before vanishing around the corner and returning with...a small wooden soup ladle between her teeth. She took a moment to prop it up against the wide base of the pot before continuing. "Triumphant Gleam, if you would hold those flasks. I just need you to keep them steady, my anti-hexing brew is almost ready!" She pointed to the six glass bottles she had gotten out earlier and laid on the floor. The small filly hurriedly grabbed one in her teeth and stood perfectly still while the shaman slowly poured in the sickly green concoction. Once it was filled up to the brim, Zecora pushed a small cork into the bottle to seal it for later use. They repeated this process five more times, until all six vials were filled. Caleb wondered if they would all taste just as disgusting as the one he'd been forced to drink; they certainly looked like they would have. With the six bottles filled and ready for use, Zecora retreated into her bedroom and grabbed the saddlebags Caleb had seen out of the corner of his eye earlier. As she dragged them into the main room, he realized they weren't two separate bags but instead they were connected by a wide strap that was designed to fit over a pony's back. Her movements were nimble and fast as she threw open one of the bags with her muzzle and began stuffing the potions inside with the frantic movements not unlike a killer disposing a body into a ditch.

"Ms. Zecora, I know we probably don't have long to talk, but what happened? How did Ponyville get so overrun with Changelings like you said it was when we have the Elements of Harmony protecting us?" Gleam asked softly. As she was busy prying Zecora for answers, Caleb, to celebrate his newfound freedom, was skimming the rest of the chapters of that beginner's spellcasting guide the filly had given to him earlier that night. Now that he didn't worry about being a Changeling magnet if he so much as sneezed the wrong way, he was eager to arm himself with knowledge. Zecora was silent for a moment, visibly wincing as she reminisced about the events that had transpired a few months ago.

"While this story I will tell, I would like your help preparing a teleportation spell," Zecora said as she grabbed a vial from her shelves and poured the contents into the pot that dissipated the murky green sludge and turned it into a crystal clear liquid like the purest water from a rich mountain spring. After what was just in that cauldron though, neither Caleb nor Gleam were really interested in tasting it to see if it lived up to how it looked. While the Shaman was busy stirring her concoction, she had her two guests running around the hut grabbing ingredients and throwing them into the brew. Herbs and leaves for plants Caleb couldn't even hope to name were thrown into the shimmering depths of the cauldron, all the while Zecora was vigorously stirring away. Only once every ingredient had been gathered did she open up about the situation in Ponyville.

It'd happened three or four months ago, when Fluttershy had come down to her hut and asked Zecora to watch her animals while she and her friends answered a call to action from Canterlot. She told her that Princess Twilight had said in her letter that it could've been a couple weeks, so she wanted the Zebra to keep an eye on things while she was away. Zecora had happily agreed to do so, and had done as asked diligently for the next two weeks, making sure to visit twice every day. But all of the sudden, just as she arrived for her morning visit, Fluttershy had come back home. This was incredibly odd to her; she hadn't visited Zecora to relieve her of her duties, and the yellow Pegasus wasn't the type to just forget something like that.

What was even more bizrre, however, was her behavior. Fluttershy acted like the Zebra was a complete stranger to her, politely asking her to leave before she scared the animals. Confused, but not wanting to cause a scene, Zecora had done as requested and headed back home. A few days later, Zecora had gone into town late at night to buy some supplies and saw a small herd of ponies with torches and lamps, and seeing that they appeared to be under heavy stress she asked them what was going on, and they told her that several residents had gone missing in the night and they were trying to find them, but their efforts had proven fruitless and the Elements were too busy to help. At first, most of the Changelings in town vanished, then when they were gone ponies started to go missing as well. For the next couple days, Zecora had returned to Ponyville to help search, but more ponies were going missing every day until even members of their search party started to disappear. And yet still, no help from the Elements. Zecora, sensing something was going very wrong, decided one night that instead of joining the search efforts again, she was going to stake out the perimeter of the town and look for anything that could be a trail for where all the missing ponies were going, or better yet a culprit behind the foalnappings in the first place.

So, donning her cloak to try and stay hidden amongst the trees and foliage of the Forest, Zecora started to watch and wait with anticipation. And it seemed like ducking out while she still had the chance was a good idea, as after a couple of days with no activity it seemed like the insect infiltrators were getting more courageous; coming out into the night with their pitch-black chitin forms fully exposed under the light of the streetlamps. This was the first time Zecora had seen a Changeling look like that in a long time, and by then it was too late to warn anypony. They had already won. It was a pretty safe bet that the Elements had been subdued or otherwise replaced long before then, which is why they had managed to slip into town so easily.

"But how did that happen, Zecora? The Elements are unstoppable!" Gleam declared defensively as the shaman brought her stirring to a stop. It seemed her teleportation spell was just about done and ready to be used. The Zebra could only shake her head dismissively; she simply didn't have an answer for the filly. Crestfallen, Gleam stared into the surface of the mixture; gazing into her reflection's soft grey eyes. Her mind was swimming with confused thoughts and worrying dread, it was all she could think about. Where was her mother? What happened to the Elements? Were they going to die tonight? She squeezed her eyes shut and pulled away from the pot as she tried to think of anything other than that gruesome possibility. "Are we about ready to go then? Where are we even teleporting to?"

"You are going to be staying right here," Zecora said sternly, the sudden authority in her voice making the Earth pony flinch away a little. The Zebra could be scary when she really wanted to be. "It is far too dangerous for a filly like you, I fear. Caleb and I will be warping directly into the slaughter, as this spell only works between bodies of water. You'd best head home, Triumphant Gleam, and quickly too, before you are seen."

"No! I refuse to do any such thing, Ms. Zecora!" Gleam shot back angrily, stamping her hoof in defiance. Caleb raised a brow in surprise as he watched her stand up for herself. He didn't think Gleam had a bone of resistance in her body with all the hiding she'd done so far. But everyone had their limits, it would seem. "I'm not going home until I can find my mom! She's been missing for over a week ever since she went into town, and I know for a fact the Changelings took her! I-we have proof that they did! B-Besides," Gleam paused for a moment to look over her shoulder at Caleb, who she realized only now had been watching her so intently. He could already tell where she was going with this little speech. "Caleb promised that he would teach me how to fight, he made me his proto-shed!"

"She means protégé," Caleb interjected with an annoyed sigh, cupping his eyes with his hoof as he watched Gleam shoot herself in the foot. If she was trying to win favors with the Zebra it would've probably done her well to have remembered what that word even meant. It also probably wouldn't win any favors to tell her he was just going to put her on dynamite throwing duty. "But that is true, I did tell her I could tutor her on how to fight. I just wasn't aware you had access to such a quick method of teleporting so I figured we'd have more time to get something out of that."

"Listen to me Gleam, I will allow you to come along as a protégé," Zecora said with a sigh of begrudging acceptance. Caleb watched as she disappeared into her bedroom once more, the dark shadows enveloping her form as she dug around looking for her equipment. At first, he figured she was grabbing more alchemist's tools, though he wasn't certain how exactly she was going to brew more of her chemicals in between getting her teeth knocked in. Then he saw the silhouette of that long pole in the corner move around, and as she revealed herself once more he realized what she had gone to retrieve. Grasped tightly in her teeth wasn't any random wooden stick as he'd presumed, it was a spear whose shaft had been carved from a reinforced darkly colored wood and its heavy iron head sharpened to a razor point. She rested it against the wall for a second so she could speak unimpeded. "But I want you to promise me you're going to do as we say."

"I promise, Ms. Zecora," Gleam said solemnly, her gaze drifting to the floor as her thoughts returned to what was going to happen when they stepped through that portal. But she'd already convinced Zecora to let her come along with her, she couldn't just turn back now. Besides, even if Caleb was really scary and awful, he knew how to handle himself and Zecora seemed just as armed to fight as he was. She looked into the pot once more, her resolve to jump inside and face whatever came from the darkness as strong as it could possibly be. "So, are we ready to go? What body of water is this even connected to in the first place?"

"Indeed we are, and I hope you two are ready for a rather chilling shiver," the shaman mused as she slipped her head under the saddlebags strap and slid it onto her back, a practiced movement any experienced traveler had done a hundred times by the time they were reaching their greying years. Once the tan canvas was safely fastened around her, she turned towards her spear that was patiently waiting for her against the wall. And even though Caleb couldn't see her face, he had a feeling in his gut that she was grinning like the Cheshire Cat over there. He already knew whatever her answer was going to be was definitely gonna be a bad time for him. "Because that portal in the cauldron is going to spit us out in the heart of Ponyville: Right in the Mareimack river!"

"Eugh, I hope nopony sees us coming out, we're gonna be drenched!" Gleam winced as the thought. That actually worried Caleb a little. Having taken more than a few dips in the water, he knew from experience that rivers could be quite cold, and he doubted either of them would really be up for a fight if they were too busy sinking down to the riverbed from the shock. Then again, with how confident she seemed about the process, clearly Zecora had done this before. Maybe their fur would protect them from the frigid temperature. Besides, Caleb had been in colder waters than a midsummer nightly swim before. Much, much colder. "But speaking of seeing stuff, how would we even be able to tell the difference between a Changeling in disguise and a pony who was just put under one of their mind control spells? I don't wanna hurt an innocent pony by mistake!"

"The answer is simpler than it seems! Look sharp, those who have been charmed will have their eyes tinted a nasty green!" Zecora said as she rushed over to her homemade portal. Without even the briefest moment of hesitation, the eccentric Zebra climbed up the stool she had used earlier like it was a springboard and leapt into the pot. Despite her clearly being tall enough to stand inside of it with her head and neck high and dry, she and her belongings rapidly sank below the water's surface and disappeared before the duo's eyes without so much as a splash. Caleb and Gleam looked to one another in disbelief, each clearly waiting for the other to follow her into the glistening depths of the cauldron.

"What's the matter, brat? Afraid of a little dip in the river?" Caleb snarked as he followed Zecora's lead and climbed up the stool, silently steeling himself for the plunge as he lingered on that wooden seat for a few brief seconds. It wasn't that he was afraid of drowning or anything as ridiculous as that, he just didn't have the best track record with teleportation and this time was no different. But much like Gleam, who was silently watching his every move, he knew full well there wasn't any chickening out of this one. Even if he wanted to go the long way, their guide through the woods was long gone and waiting for them on the other side. He counted the seconds in his head like he was preparing to throw a bundle of dynamite. Three, two, one. He stepped back a little to ready himself, then ran forward and leaped headwards into the pot.

Just like Zecora before him, the water that filled the cauldron's brim didn't so much as bubble when he dived into it. The act of the teleportation itself was a very strange experience for Caleb. One moment, he was in the shaman's hut and plummeting face-first towards the thick iron bottom of her cauldron like he was falling through the air and for a brief moment he feared that he was about to crack his skull against its surface. But in the next instant, he was staring at the dark, muddy floor of a riverbed and he felt the sudden sensation of cold water all around him; instantly soaking his attire and fur. That was when he realized something: He didn't know how to swim in this body. In his normal human form, he could swim just fine but his ease at adjusting to movement in this Equestrian form had led to the thought slipping his mind until this crucial moment. Thinking quickly and trying not to panic, Caleb clamped his mouth shut as tight as he could and tried to push himself to the water's surface. It was awkward and slow, but he was tediously climbing towards his freedom from a watery grave.

"Zecora!" Caleb called out to the mare waiting for the duo on the grassy riverbank the moment his muzzle breached the river into open air; using the brief second he had to take in a fresh gasp of oxygen before he felt the weight of his sopping wet coat starting to pull him back down like Sisyphus' boulder rolling back down the hill. Shit! He could see that the Zebra had noticed he was in in trouble and was getting something to fish him out of the water, but he sank back below the surface before he could even see what she had grabbed. Was this it? Was this really how he was going to meet his end; sinking to the bottom of a river and drowning to death? If he wasn't so focused on trying to overcome this seemingly inevitable fate, he would have been utterly humiliated with himself.

As he struggled to breach the waters once more, Caleb could see the Zebra ritualist standing over him on the bank with the spear in her mouth as she tried to carefully lower it within his reach to pull him out. As Caleb fought and struggled in vain to draw closer to his lifeline, the lack of oxygen going to his brain was starting to affect him, and in his delirious state of mind he wondered why she didn't just lower the shaft of the spear into the river so he could grab it. But then he remembered: He would have to open his mouth to grab onto it and the last thing he needed right now was to let water into his lungs. Feeling his legs growing weaker with every passing second, the unicorn began to wonder if this truly would be where he died. Freedom from such an awful fate was so close, and yet so far at the same time. The water was crushing his lanky form, and he was beginning to wonder if he should just accept his fate and drown.

Suddenly, Caleb felt something hard pressing against his back. At first, it just felt uncomfortable and annoying, but then whatever was behind him started pushing him towards the surface like a buoyancy device. Despite his immensely good fortune, he wasn't even sure if he would make it to the top in time. His mouth wasn't going to stay wired shut forever; his lungs felt like they were going to burst like a pair of fleshy balloons. He was getting closer to the surface of the river, he could see the spear shaft as clear as day. He just needed to hold out for a second longer, and despite the pain on his insides, he kept his jaw squeezed tighter than a crocodile's bite.

Before he knew it, Caleb breached the surface of the water. Zecora's spear well within his reach now, he took in that sweet breath of fresh air before digging his teeth into the thick wooden surface. Using an impressive amount of strength, she twisted her body to the side and slung the unicorn out of the glistening water and onto the riverbank. As he rolled limply onto the cool, soft grass, Caleb caught sight of Triumphant Gleam pushing through the river's surface before making the short swim towards the shore and climbing onto dry land. As much as he absolutely hated to admit it, this was the second time she had saved his life. She was a lot stronger than he gave her credit for if she was able to carry a full grown stallion underwater. The same for the Zebra; that raw physical strength must have been how she was able to swim with all the gear she had on her back.

"Caleb, have you never gone swimming before?" Gleam inquired with an arched brow as he suffered through a nasty, violent coughing fit to force the water out of his lungs. Once he was finally starting to regain his senses, however, he didn't even bother to give the young filly an answer. He just shot her a nasty glare; the biggest wound he had taken was to his pride. He certainly wasn't going to let slip that he had just forgotten he couldn't swim. "You should have said something before jumping into the portal, I'm sure Zecora would have figured something out that didn't involve you almost drowning."

"Whatever," Caleb muttered in annoyance as he stood back up and tried shaking some of the water out of his coat, which was clinging to his body like an overexcited fan. Eager to change to subject, he turned to Zecora and inquired, "So where are we now? What are we even going to do? The details you gave were somewhere between vague and utterly nonexistent."

"Well, you should count yourself lucky," Zecora mused with a soft chuckle as she pointed off towards the distance, to which Caleb could see the faint, empty glow of street lamps shining through the darkness like a wrecker's lamp luring their ship into a rocky cliffside. "My portal's trajectory was a bit shaky. We were spit out a short ways south of Ponyville, so Gleam and I were the only ones to watch you nearly get yourself killed. As for our next move it needs to be something that'll make a dent. We can't just rush in and save the day, we need to actively work towards freeing the Elements from the Changelings' sway."

"Hmmmm, I assume that's what your potions were for," Caleb muttered as they started the trek towards the silent, eerie town. Even being a complete foreigner to this world, Caleb still felt like the air around them was...off, like they were sitting on the cusp of a wild and untamed storm. As none of them were in a particularly talkative mood, the unicorn's mind started to wonder again. How dangerous were these supposed Elements? He doubted a few blows to the head would be enough to snap them out of whatever mind control spell they had been hit with. If they were so legendarily powerful, it was going to require a healthy amount of magical power to tame them. Which, was actually pretty smart for a bunch of insects. Why kill a powerful foe when you can enslave them instead? Caleb's train of thought came to a screeching halt when he snapped back to reality and realized they were now standing side by side at the entrance to Ponyville; staring into the depths of the hornet's nest. By now, the town had gone deathly quiet; not a soul in sight. But that only made Caleb feel more unsafe and wary. Zecora shifted her spear over to Gleam for a brief second so she could give one final warning.

"Caleb and Triumphant Gleam, we are about to enter the belly of the beast; a place that thrives with Changelings looking for a bloody feast. They are no mindless animals however, and love to cause doubt and to trick, so you must keep your eyes sharp and your movements quick. Once we step inside we will at be at the mercy of the hive, and they will not let us leave their home alive. But like the sun piercing through the vilest weather, we will prevail if we work together."

Despite how shaky their alliance may have been, there was nobody the trio had left to rely on. It was all or nothing, and there was only one way they would succeed: as a team, whether they were willing about it or not. Zecora gently took her weapon back from the small filly beside her, tucking it between her hoof and the side of her torso. Caleb drew from his coat his well-worn pitchfork, keeping it primed and ready to thrust. While Triumphant Gleam hadn't prepared a weapon, she was just as ready to go kick butt. Whether the Changeling hive was ready or not, the Dark Trio stepped forward in perfect synch with each other and a single word passed their lips.

"Together!"

Episode 2: Even Death May Whinny

Winter Wind and Gleam's appalled horror only deepened as they watched the fur of their loved one dissipate and dissolve away, revealing an obsidian exoskeleton underneath. It started at her torso at first, before quickly spreading over the rest of her body like a wildfire and pulling back the sheet to expose who was really pulling the strings. Glistening white fangs, thin, transparent insectoid wings, holes pilfering her front and back legs from top to bottom. As her disguise continued to disappear right before his eyes, Winter looked like he was trying in vain to keep himself from passing out.

"Guess she really was ugly on the inside," Caleb mused as he pushed the strange, bug-like corpse with his hoof before looking over to the other two ponies. Winter was looking white as a sheet, and his daughter seemed to be holding back her urge to vomit. "Based on the looks you both have on your faces, I'm going to go ahead and make a wild guess that this isn't something that normally happens when one of you get your head cracked open like an egg. If this is something that happens on the regular then I need to get out of here as soon as possible before I mutate into a monster like that."

"It...it's not. That's called a Changeling, a shapeshifting monster that feeds on lust," Winter croaked weakly, before taking a moment to recollect himself with a few deep, slow breaths. Caleb looked visibly relieved by the information. After getting over his shock, however, Winter's gaze hardened as his face twisted into an angered grimace. He stepped closer to Caleb, his prosthetic leg wheel squeaking and squealing with his every stride forward until his chest was pressing against the taller stallion's. "But why are you talking like that? What do you mean by "one of you"? Who are you?"

"I'm not a goddamn horse, if that's what you're asking," Caleb barked, his fiery eyes locking with the ex-Guard's icy blue glare. If Winter thought he could intimidate someone like him, he was dead wrong. But getting such a good look at the stallion really forced him to take in how mentally exhausted he was. Winter, with the dark rings under his eyes and bruises littering his body, looked far too drained to really be angry anymore. Caleb wouldn't be surprised if he was running purely on adrenaline right now. "I'll give you the short version: I was sucked from my world into this one by a dark god who was a particularly sore loser when I was about to turn his bony ass into mulch. Next thing I knew, I was falling out of the sky, I crashed through a pine tree, and when I came to my senses I looked like this. I don't know where I am, all I know how to do is walk around, and I want to walk the fuck out and get back home as soon as I possibly can. Your brat said you could help me reach Can-ter-lot or whatever she called it, and having just saved you from this thing I expect some sort of reward."

"Look, you did save us from that Changeling, so I am willing to help you out in return," Winter said with a sigh as he pushed back into the kitchen with his daughter hot on his heels and doing everything she could to keep her eyes off the limp carcass that continued to spill blood on the floor. He approached the chair that he'd knocked over, closed his eyes, and did something that actually gave Caleb a bit of a jump. The horn on his head started to glow with a soft green light, and that same light wrapped around the chair on the floor. Then it started levitating! Caleb thought he must have been witnessing a miracle, but it seemed like he was the only one to do so. Neither Winter or Triumphant Gleam seemed to be at all shocked by the event as the chair was placed back down on the ground as if nothing happened, like this was some every day occurrence. The unicorn just dropped into his seat like a bag of stones with another sigh before continuing. "What my daughter said is true; heading to Canterlot and gaining an audience with Princess Twilight would be the quickest and easiest way to get home. She's a master of all things magic, so I'm sure she could summon up a portal to get you back home in no time. Problem is, not only does the train heading that way not run this late at night, you'd need special permissions to get an audience with her. She is royalty, after all. She might be the nicest pony you'd ever meet but rules are rules."

"Weren't you part of her Royal Guard, as in personal bodyguards for her? Can't you give me some sort of voucher or contact to cut out the middle man and get right to the point?!" Caleb was getting restless. Who knew how long it'd take to get an audience with a princess through legal channels? Months? YEARS, even? Moreover, who knew how long he even had before something happened to him and these changes became permanent? Would he suddenly only have an appetite for hay stew and spend all his time kicking other creatures in the head? Actually that one didn't sound too bad. The room went silent for a few minutes. Winter furrowed his brow as he racked his brain for any shortcuts the twisted unicorn could use.

"Okay, there's one thing I can think of. Most of the Guards I knew were either killed or taken out of commission with critical injuries when a bomb went off in our barracks a few years ago," Winter paused for a moment to lift up his prosthetic leg to reinforce his point before dropping it back to the ground with a loud metallic clang. "As you can see, I was one of the luckier ones. It was a miracle I only lost one leg and an eye in that explosion. There's only one Guard I know of who retained their position afterwards; a unicorn mare named Crystal Crown. She was on bodyguard duty for the Princess while she visited some friends in Ponyville when the bomb went off." His horn started to glow again, and Caleb watched as a small but wide picture frame slid out from under the toppled bookcase and flew over to meet his gaze. The glass had been cracked pretty badly in the collision with the floor but Caleb could still make out the photo as clear as day. It was a group photo of a dozen stallions and mares, each garbed in glistening golden armor and giving the camera a a stern death glare. "This was a photo my squad took when we reached our one year anniversary of being in the Royal Guard. I'm the one off to the far right, if you can see me. Crystal Crown's two spaces to the left of where I'm standing. But I'll tell you right now, seeing her has its own snags. I don't even need to tell you what they are when you can see for yourself."

Unsure of what Winter meant by saying something like that, Caleb squinted at the floating photograph, and was a bit taken aback by how much brighter Winter Wind looked in the picture. Even ignoring the obvious changes in his appearance, he looked so much more full of life than the stallion sitting not twenty feet away from him. How very interesting. His crimson red gaze drifted from Winter's position in the glossy photo towards the left until he settled in on who he was looking for. A tall, muscular mare with dark, foreboding grey eyes whose expression was less a stern, determined glare and more a barely-restrained snarl.

"Ah, so you are motherfucker," Caleb mumbled under his breath as he got a good look at his ticket out of this vibrant Equestrian hell. His ears perked when the sound of Winter chuckling suddenly filled the air. That wasn't usually a good sign. Maybe she was a perfectly nice mare in person and just had a naturally angry looking face. Caleb highly doubted that possibility, but he really didn't have any other options to get into Canterlot, wherever that was in the first place. At least he'd be taking a train to get there, so it'd be relatively fast. If he could avoid blowing that train up like he did the last time he rode the rail, that is.

"I see you found her," Winter mused as he flashed Caleb a weak smile. He just scowled in return, hoping this wasn't all going to be a massive wild goose chase. Triumphant Gleam came up from behind her father and started to gently nudge him out of his chair. "Yeah, she's not exactly pleasant but you don't really have any other leads. \ Now if you'll excuse me, I think I'm being told to get to bed and get some rest. After all that has happened over the past few days and especially tonight I think I'll need all the rest I can get. Goodbye Caleb, I hope you the best. Th...thanks for saving me from that Changeling." Caleb watched as the small filly led her father upstairs, but once she reached the top stair she stopped in her tracks and turned to face him.

"Don't go yet, Caleb! I need to give you something before you go!" Gleam cried before vanishing into the next room and out of Caleb's field of view. Now he was all by his lonesome, with only the still, silent air to keep him company. Well, that and the fresh corpse of the Changeling. His gaze drifted to the body that laid sprawled on the floor. He wondered if Changeling chitin was as tantalizing as human flesh. Would it just taste like eating a really big cockroach or grasshopper? He leaned in, bringing his muzzle right next to the Changeling. It had gone cold almost immediately, but he highly doubted decomposition would begin for another few days. His stomach growled impatiently. Welp, bug meat was still meat so he wasn't going to complain about a free meal. He opened his mouth to take a bite out of the insectoid's chest so he had a shortcut to the juiciest organ, the heart, but his late dinner was interrupted when he heard Gleam coming back downstairs in a hurry. Out of curiosity, he craned his neck to see what it was she was so desperate to give to him before he took off. The answer made him arch his brow a bit.

Tucked firmly in the filly's mouth was a small book, no larger than a notepad, with a dark brown cover and a vibrant golden spine. It had a title, but he couldn't make it out until she was practically breathing down his neck. So You Were Born a Unicorn... That was just making what she brought him even more perplexing. She let the small guide fall from her mouth so she could explain just what it was.

"You said all you knew how to do was walk right? I figured I should at least do something to help you out with that," Gleam said as she pushed the book over to Caleb with her hoof. "It's a basic beginner's guide to casting spells. Mom told me she'd held onto it in case she ever had a foal that was a unicorn, but I think you'll need it more than we ever will. It's the least I could do after what you did for us." Caleb was silent for a moment as he stared at the filly's offering of thanks. Slowly, he reached out with his hoof and pulled it closer to himself so he could begin reading it. Pride or not, if he was capable of using magic he was going to exploit the ever living hell out of it. He flipped to the table of contents, and started scanning his options. A barrier spell, creating clouds of smoke, using his horn as a light. Riveting. It wasn't until halfway through the list that he saw something that caught his attention: Telekinesis. Seeing that was a spell he could learn excited him, but it also made a question pop to the forefront of his thoughts.

"Hold on a second," he muttered as he flipped to the chapter covering the oh-so tantalizing telekinesis spell. He was silently contemplating on how many of these spells he would need in the future, but being able to easily grab things like the firearms he had in his coat was taking top priority. If he could get the basics of grabbing things fairly quickly, he was going to take the book with him just in case. "If your mother is a Pegasus, and your father is a unicorn, why don't you have either wings or a horn? Or even both?"

The room went quiet for what felt like a short eternity, with the only sound to cut through the uneasy quiet being the soft scrape of paper against paper as Caleb read through the spell tutorial. It seemed easy enough. He just needed to focus mental energy on grabbing, pulling, lifting, or otherwise interacting with an object and he'd be able to do it. As Caleb was reading the dos-and-don'ts of using such a spell, like that he should practice on small, light objects without a lot of complexity to keep from straining himself, he'd almost forgotten Triumphant Gleam was there at all when she finally spoke up.

"Well, I'm not their foal, they adopted me," Gleam confessed, her voice barely above a whisper. "My parents were killed in the same bomb explosion that dad lost his leg and eye in. I was too young to remember a lot of the details, but mom told me that practically as soon as Dad was out of the hospital, they were filing out the adoption papers to get me out of the orphanage and into a new home." Reminiscing on the thought, the green filly's face started to brighten up a bit. "Mom's told me numerous times that he was begging her to get me out of there basically every day of his recovery!"

"How sweet," Caleb chuckled darkly, not even bothering to look up from his research into the arcane. Even if he did care about how that brat was adopted, these revelations were beyond incredible. And unicorns in this reality could just do these things from birth?! Where he came from, spellcraft required doing dark dealings with forces far beyond mortal comprehension. His decision to dive into the occult and the events that followed that choice was how he'd gotten roped into this whole mess in the first place. Actually, figuring out if there were spells similar to the ones he knew in this world was something else he'd need to do if his stay here was prolonged or, God forbid, permanent. He wasn't going to just forgo the forbidden black magic of the Cabal after all of the trouble and struggles he'd went through to learn them if it was possible to relearn them once more.

Having accomplished all he could from simply reading the instructions, Caleb flipped the book shut and started to scan the room for his first test subject. He briefly considered Gleam as an option, who still hadn't left the room yet and was just awkwardly watching him like he'd done something humiliating and hadn't noticed, but he dismissed the possibility when he remembered that horse fillies could weigh anywhere between 80 and 200 lbs. so she wouldn't have been very light despite her small stature. Though her staring at him like that was more than a little weird, and he hoped she'd get bored and go to bed soon instead of annoying him like that. The book was a solid option, though. Figuring it was better than nothing, and it wasn't like the Changeling body was going to be very light either, Caleb closed his eyes and started to focus on wrapping his magic around the small guide and lifting it into the air. A sickly yellow glow formed around his long, dagger-like horn, and as the brown manual was lifted into the air by his newfound magic, something felt...off.

Gleam looked around nervously, her gaze darting to the corners of the room where the shadows that gathered there seemed to have gotten a little longer and fuller. She figured it must have been a trick of the light, but even still something about the air around them felt uncanny and strange. It was like she was standing at the edge of a very tall, narrow cliff and looking down into a seemingly endless dark void where she couldn't even see the bottom to. The Changeling that had impersonated her mother had said Caleb was brimming with disgusting magical energy, was this what she had been talking about? Just being in proximity of Caleb when he was casting so simple a spell was making her uneasy. And although neither her nor Caleb could see it, outside the cozy little cabin the moon that sat high in the sly seemed to shine a little less brightly that night.

"How fascinating," Caleb mused as he floated the book around the room, trying to determine the extent of his abilities. He wondered if he'd be able to wield his weapons like this. Maybe with some practice, he could figure out a way to hold them and pull the triggers at the same time. Hopefully though, he would've been out of here long before needing to concoct a strategy like that. After he'd finished experimenting with the book, he pulled it back over and led it into the fold of his long, black coat to be tucked away alongside his other gear. He just hoped his telekinesis would let him pull what he wanted out of there again in the first place. He turned towards Gleam, who hadn't moved an inch from her spot but was looking considerably paler than she was before. His glowing eyes narrowed. "Why are you still down here? If you're waiting for me to leave, I'm on my way out the door right now."

"I was hoping you would take the body of that monster to the authorities when you went to Ponyville, Caleb," Gleam said softly, pointing to the limp carcass Caleb had been planning to feast on. Though, he'd lost his appetite a while ago when he saw her watching his every move like a hawk. "I can't stand to even look at it, and dad's too weak to get out by himself much anymore. I don't think he was really even aware of what you did, Caleb. I know you haven't been here for long, but the past week has been a nightmare for us; she seemed to have really had it out for my dad in particular and he hasn't gotten any sleep in the past three days. I think he's under the impression you were just a dream or mirage. For what you did, I am forever thankful. But, as somepony who knows she isn't in a position to be asking favors, can you please do this one favor for me? I'll lead you right to Ponyville if you do, I promise! That'll be where you get onto the train to Canterlot, so you have to go there anyway! Besides, if ponies around here like you, that could earn you brownie points while trying to butter up Crystal Crown!" Caleb looked away from her pleading amber eyes and turned to the Changeling as he weighed his options. But after a couple of moments, he took in a deep breath and let out a sigh of annoyed agreement.

"Let's make this quick," he mumbled before grabbing the body's right hind leg with his mouth and the left front leg with his magic, using the combined strength of his body and telekinesis to slump it over his back like a sack of potatoes. He could hear the young filly sputtering a rapid fire barrage of thank-yous as he opened the door leading out of the cabin, but he didn't bother acknowledging her praise. He stepped outside, and started to scan the area. He hated to admit it, but he really did need Gleam's assistance. They were in the middle of a forest with no clear paths or trails in sight. He would've gotten lost very quickly.

"This way," his Earth filly guide instructed as she took the lead and started heading westward. Caleb was quick to follow, silently impressed with himself at how quickly he'd started adjusting to the rules and capabilities of this form. He was equally impressed by the unnaturally light weight of the Changeling's body he was lugging around as he followed the filly. Maybe being turned into a horse had given him a serious boost to the muscles in his back, or maybe those holes that peppered the Changeling's legs like they'd gotten sprayed with bullets from Caleb's Thompson took off more weight than he thought, but whatever the reason he barely even noticed it was there in the first place.

His and Gleam's trek through the thick trees and heavy underbrush was a quiet one, neither of them really up for any banter. Gleam would just occasionally pipe up with where to go next or to tell Caleb to watch out for some low-hanging branches, but otherwise they were as silent as the woods around them. A soft white fog swirled around their hooves, blanketing the cold earth and obscuring everything below Caleb's belly. Even if there had been a path leading out of this forest maze, he still wouldn't have seen it in a mist like this. However, Caleb's self-contemplation was disturbed when he noticed that Gleam had stopped in her tracks and was looking at something up ahead. And, after squinting his eyes, Caleb could make out the silhouettes of four or five ponies in the distance. The only reason they were visible at all was one of them was carrying a spherical glass lantern on a long wooden staff, illuminating them and their group of comrades in the darkness of those foreboding woods. Two of the other ponies were carrying long staffs or poles as well, but theirs were made from iron and while they didn't have lanterns there was something weird about the staffs that he couldn't make out from that far away. They seemed to have been discussing something, and it appeared to have been escalating into a pretty heated argument.

"Brat, we aren't close to the village already are we? It's only been a twenty minute walk," Caleb whispered to the smaller pony, who immediately shook her head as a silent no. The fur on the back of his neck was standing straight up. Something was off about this, he just knew it. Caleb shrugged the corpse off his back into the underbrush and began to slowly approach the group to get an ear in on what they were talking about; weaving into the clusters of trees and staying as far from the Pegasus with a lantern as he could manage. Last thing he needed was to let them know he was there.

"And I'm telling you, this is all one big wild goose chase!" A mint-green unicorn said sharply, clearly needing to restrain herself from just screaming at the other ponies. She seemed to have been an older mare, with the bright white streak in her matching green mane starting to fade into a dull grey and her facial features having begun to sag a little. "I know we all felt that magical surge just now, but do you idiots even know how widespread the Everfree Forest is?! It goes on for literally hundreds of miles! We might have been able to triangulate where that burst came from, but that doesn't mean whoever or whatever caused it has stayed put! We could be out here all night and not even come close to finding it!"

"And I have to say to that, "tough shit", Vulvux! Orders are orders, and we're going to be out here all night until we come back with something of note!" A very large, very red stallion shot back; glaring daggers at the unicorn. He might not have had any horn or wings, but he still looked like he could snap the unicorn in half like a toothpick. Caleb noted he was also one of the two ponies carrying the iron poles, and now that he was closer he could finally make out what was so strange about them. The far ends were adorned with what looked like a slightly deranged horseshoe shape, with large metal spikes lining the inside of the bizarre weapon. Well, bizarre to someone who wasn't as well-versed on such tools. Caleb, however, recognized it immediately: A mancatcher—marecatcher—, an ancient polearm from a time long past that he'd used on more than one occasion while roping in sacrifices for the Cabal's dark rituals. They were great fun when not on the receiving end of that cruel tool. It also didn't take a genius to figure out they were looking to use those mancatchers on him. In a moment of reflexive defensiveness, Caleb used his telekinesis to withdraw his trusted pitchfork from his coat. As it floated silently in the air by his side, he realized what a mistake that had been.

All five of the ponies snapped their gazes directly on his location, including the two that had been facing away from him, whose heads twisted around on their necks with a sickening symphony of cracking noises. This wasn't good. Normally, five-on-one odds were run of the mill for Caleb and he could dispatch them with no problems. But it wasn't exactly run of the mill for him to being throwing hooves while in the body of a unicorn, and while he may have been adjusting fairly easily he hadn't seen any real combat yet. Well, better late than never; he doubted they were looking to ask him for directions. Honestly that'd have probably have been just as dangerous as fighting him.

"Why, hello there good looking," the mint-colored mare said with a sweet, playful smile as she approached Caleb. He almost would have found her honeyed voice and inviting expression charming had he not just watched two of her friends' heads twist around 180°. It broke the illusion just a little, even if he hadn't already been through this routine once before. It seemed like these creatures only really had one trick up their sleeve when it came to luring in potential victims. He wondered if this one would also get folded like an omelet after getting punched once. Shame there wasn't a hearth in sight; she'd probably go running instantly. "Were you the one who cast that spell?"

"What're you going to do if I tell you I was?" Caleb replied with a smirk. He'd be willing to play this little game with her; if he could get this unicorn's guard down her neck would be in a perfect spot for some steel-prongs-on-soft-flesh action. She laughed and shook her head dismissively; it was a sound Caleb would admit was uniquely angelic. He wondered if this was what normal Changeling laughter sounded like or just the form this one was imitating.

"Well, it doesn't matter either way. Whether you did or not, we'll be detaining you and hooking you up to a breeding machine," the unicorn said as she caressed her hoof along Caleb's muzzle. If she just took a few steps closer, he could take her out with one clean stab and even his odds against his assailants at least a little bit. He didn't need to worry about numbers if he could kill them with tricks and deception. But what was that about a breeding machine? Whatever she was talking about, he wasn't too keen on getting hooked up to something with a name like that. "Oh, and one more thing before you come with us."

"That so?" Caleb said, not even bothering to hide his ever-widening grin. In the soft glow of the lantern behind the mare, it would have been as clear as the night sky above them. He just needed her to make one more step, just one. He couldn't risk flubbing his one surprise attack. But on the other hand, maybe he should've risked going for a full lunge instead of trying to bait her into coming within a safer stabbing distance. Maybe then he could've prevented what came next.

"Think fast," the Changeling crackled as a venomous green ball of magic appeared on the tip of her horn for a brief moment before exploding outward like a flashbang. Caleb couldn't even get a snarky remark out before his vision was filled with that same vile green color and his body went as stiff as a corpse and his crimson pitchfork fell to the ground with a soft thud. Caleb had, without even thinking about it, left his guard down and the Changeling seized her opportunity to capture him with ease. She turned to her comrades, who were all watching her with utter amazement, and flashed them a cocky smile. She pointed her hoof towards the bulky stallion she was bickering with earlier. "Put the catchpole around his neck, but carefully. We don't need him regaining consciousness after all that trouble, and those spikes could easily jolt him awake. If that happens, hypnotizing him a second time won't be an easy feat."

As his Changeling captors were discussing what was to be done with Caleb and if they should bring him into their superiors or just immediately send him off to be hooked up to some nightmarish machine, he felt like he was being suspended in an endless ocean of snow-white clouds. It was silent, and the only sensation he could feel as he floated in that holy void was the warmth of the sun against his face. He'd even returned to his original human form. This was...nice, like he'd been transported to his own personal Elysium. But even as nice as it was, he wanted out. He knew it was fake, an illusion or dream of some kind that may have been a gilded prison but it was a prison all the same. He really should've have let his guard down around those Changelings, because this is where his own carelessness had led him. Problem was, even if was an illusion and he was fully aware of that, he couldn't move even an inch. It was like his arms were being weighed down with millstones. He started to try and form some plan of action to break free from this mental prison, but before he could even come up with anything something hit his head from behind and he lurched forward violently, which was followed by a second dose of pain when he felt something sharp dig into his neck.

"...and if any of you try to steal my credit for pulling this off when we get back I will kick your asses," a familiar voice hissed angrily. Caleb blinked a couple times, realizing that he was back in that forest clearing. His head still throbbed from the blow he'd taken from behind, and the pain his neck hadn't gone away either. Looking down, he realized where the sharp jabbing sensations had come from: fitted neatly around his throat was one of those accursed mancatchers; presumably as a precaution to lead him away somewhere. Which, it was good thinking, but it didn't really amount to much when as soon as he'd been subdued the group of Changelings had immediately gotten distracted and started arguing again. Well, it'd be a more accurate description to say the leader of the pack went on another tirade while her underlings just slinked away from her; clearly afraid of what she might do to them. The only pony of the five that had been left on guard duty was the large red stallion, and even he wasn't paying attention to Caleb. No, his dark emerald eyes had glazed over minutes ago when their "leader" immediately began picking fights with the rest of their team and he was just doing his best to ignore it. The lanky unicorn let his gaze fall to the forest floor, and he saw that his pitchfork was well within reach. Oh, this was going to be fun. "Now did we forget anything or can we finally head back to the hive?"

"Yeah, you forgot something very important," Caleb's raspy voice rang through the air. The group of quarreling Changelings unanimously whirled around, and the sight that greeted them was...unpleasant. The stallion they'd left to guard Caleb had gone rigid, his eyes frozen wide open in a look of shock, and it didn't take more than a moment to realize why. Caleb's pitchfork was lodged firmly in his thick, veiny throat; their signature syrupy grey blood slowly leaking from the numerous puncture wounds and coating the rusted weapon in the vile substance like a poisonous residue. Caleb himself was making quick work of the mancatcher, using his telekinesis to pry it from his neck before throwing it aside. His hellish gaze locked with the Changeling that had hypnotized him, and those glowing pools of fire narrowed as he ripped his weapon from the Changeling's neck with one quick jerking motion before turning it on the remaining shapeshifters as their comrade's corpse dropped to the ground like a rock. "You forgot the body bags I'll be shipping you home in."

Despite her abrasive ego, Vulvux was the first to snap out of her daze and spring into action; shedding her unicorn form to reveal the glistening black chitin underneath and firing off an energy blast that only barely missed her target by such a small margin he still felt the searing heat as the dark green streak of light whizzed by his head and collided with a tree behind him in a fiery explosive blast. Out of the corner of his peripheral vision, Caleb could see Gleam huddled behind the smouldering remains; her emerald green fur reflected in the light of the flaming trunk. So that was where she'd run off to. Though it seemed like neither Vulvux nor her underlings had seen her. She really did have the devil's own luck; if she had been a foot to the left she would have been fried like an egg. He was also willing to wager she was responsible for waking him up from that spell, and while the Changelings didn't know that they still knew there was some reason he managed to break free. Either he was stronger than he looked or something had pulled Caleb out of his trance, but either way he was going to need a more thorough detainment if they were going to bring him back safely. A feral grin spread across Caleb's face. Maybe there was some bite mixed in with all of this dog's barking after all. He couldn't wait to find out. He broke into a gallop, his pitchfork primed and ready at his side like a knight's lance.

"All of you! If you value your lives, shed your pony forms and take to the air! Hashara, keep that light on him; the darkness is only going to make him a harder target! Alsadr, you and Zanna are going to accompany me and hit him head-on while I provide cover fire! Go for the legs if you can, but don't be afraid to eliminate him if your life depends on it!" Vulvux roared as her transparent membrane wings started buzzing violently and she took to the sky in a mere second with her comrades in hot pursuit. He noticed, however, that while she retained her horn after losing the unicorn form, her underlings didn't have any such bony appendage. Clearly being the head of the pack and the most dangerous to his prolonged survival, Caleb thrusted his makeshift lance upward in an attempt to catch her before she could get out of his reach but her speed and control of her own air mobility were incredible! She jerked to the side at the last second and turned what should have been a lethal blow to her soft underbelly into a glancing scratch against the much stronger chitin armor on her sides. He could almost respect how quickly Vulvux was taking ahold of the situation by the horns, had she not been out for blood to kill him.

Caleb looked to the night sky and grimaced as he watched the insectoids getting into formation with the one holding the lantern tightly in his teeth at the front and the three going on the offensive coming in right behind him; their demonic black forms contrasting against the deathly pale full moon at their backs. He was at a serious disadvantage and he knew it, but he needed to come up with a plan somehow. As the four Changelings started to divebomb right for him at top speed, Hashara's lantern burning as bright as an exploding star, the gears in Caleb's head started to overclock for ideas on how to even the odds. He needed to go for the weakest link in the chain and kill the guy in front, because as Vulvux said that lantern was only making him a bigger target. He looked towards the approaching Changelings, then down to his pitchfork that he still held in the grip of his telekinesis. His gaze drifted back up to the approaching squadron, who would be on top of him in a matter of seconds. Vulvux and her two goons were already preparing to barrage him with a mix of kicks and magic blasts. He doubted they'd miss their mark this time with that light placed squarely on his face.

All of the sudden, an idea popped into his head. If he wanted to be a harder target to aim at, he needed to turn off that lantern somehow, and he had the perfect tool for the job. Without a moment to lose and not willing to waste any time waiting for a "safer" opportunity again, Caleb willed his telekinesis to launch his pitchfork like a javelin and sent it hurtling through the air, and much to his delight it struck its target and collided with the glass ball.

"Light's out," Caleb chuckled as he saw the prongs of his weapon pierce the glass surface, shattering it with ease and snuffing out their main source of tracking his movements. Now the odds were tipped in his favor, if only by a small amount. He wondered if Triumphant Gleam was still watching him from her hiding spot behind him, or if she'd run off back home as soon as she'd gotten a chance. However, even someone as twisted as Caleb couldn't have foreseen the aftermath of that tactical decision until Hashara started screaming.

"IT BURNS, IT BURNS! AAAAAHHHHH!" He squealed in immense agony as large shards of hot glass exploded like a nail bomb directly into his face, digging into the black exoskeleton with ease and sending waves of pain throughout his body like a wildfire. He lurched back, and the sudden injury was enough to disorient Hashara and any control of his wings was gone in an instant; sending the poor Changeling plummeting to his death with Caleb's pitchfork right behind him. His screams of fear and suffering only came to an abrupt end when he hit the ground headfirst with an audible and sickening thud. His friends and Caleb could only watch in horror (or in Caleb's case, delight) as it happened in a single, awful moment. Vulvux and the other Changelings couldn't even do anything to save him, he was dead as soon as he hit the dirt. Zanna and Alsadr turned to their leader, desperate for any guidance or orders on what they should do next. Caleb, on the other hand, was wearing a big grin on his face as he strolled over to where his weapon laid next to the limp, bloody corpse of his foe and grabbed it with his magic. He wasn't going to rush them, he was a very patient man.

"Ma'am, wha-what are we going to do now?" Zanna clicked nervously, her gaze locked with the unicorn waiting for them down below. She couldn't see any definite features anymore now that their lantern had been destroyed, but those pools of fire were still as clear as crystal. Even if she couldn't see that withered leathery face, she knew he was looking right at her. She was going to be next on the chopping block, and he was going to enjoy every second. "Neither of us have seen any combat experience beyond our basic training, and he's barely taken a scratch! He's going to kill us for sure! We should just cut our losses and run!"

"Shut up, just shut up and let me think you spineless fool!" Vulvux barked at her subordinate, who could only whimper and shy away in shame. Vulvux was beyond vexed at this point, but her cowardly trainee had a point. Neither she nor Alsadr had seen even a sniff of a real fight before, and they'd already been scared stiff. At this point, they'd both just be deadweight on her shoulders and the way he'd been dispatching her comrades so far proved to the commander that this stranger was no common unicorn. Even now, she could feel the magical energy he was radiating like a spell reactor in meltdown, but that fact was beyond bizarre. Being a talented combatant wasn't anything to write home about; seeing as they were in the Everfree knowing how to fight and survive was basically a requirement if you didn't want to wind up as Timberwolf chow. What was strange to her was, despite seemingly being an endless well of forbidden magic that could've rivaled a pony like King Sombra or even Chrysalis herself, the only spell he'd been using was a basic telekinesis spell, the most basic of magical prowess. No teleportation, no charms, no shields or offensive magic. Heck, if he knew any offensive magic he would've been sniping her and the others with magic blasts by now instead of just standing down there at ground level waiting for her to come to him. It was like he was in tune with some of the most vile spells ever crafted, yet had no idea how to use them. Well, she wasn't going to let him learn how. If it was a fight he wanted, she was going to make him fight tooth and hoof to overcome it. The Changeling knew that in an ideal scenario, she could bring him back in one piece and use that magic to speed up their research, but he was too dangerous to try and go for the nonlethal approach. Vulvux looked to her comrades, then down to the stallion waiting for her in the darkness. "Go. Leave us. You two are greenhorns, and are just going to get in my way if you try and interfere. Both of you run with your tails between your legs like you wanted. I'll take care of this myself."

Despite Caleb's skepticism, the young filly hadn't moved from her spot behind the charcoaled stump. She knew in her heart it probably would've been a smart idea to have done so, but watching Caleb fight was utterly transfixing. It was messy, bloody, and downright sickening. And at the same time it was incredible. It was like she was watching a film adaptation of one of her dad's old war stories, but none of those ever got as grisly as what she was watching before her very eyes. Her heart was racing a marathon in her chest, and he was only getting started!

"Wait! What if you get hu-" Alsadr piped up, but before he could even finish his sentence Vulvux silently shot him down with a nasty glare. He looked to his fellow guard-in-training, they nodded their heads in unison, and they both ran for the hills like Cerberus was after them. Vulvux watched them streak across the night sky, and as she slowly dropped back down to the ground to deal with this cocky stallion in a bloody duel to the death a thought popped into her head. What if that was the last time she saw them? This could have very easily been her final fight period, and the last thing her recruits would ever hear from her was them being screamed at and insulted. Actually, this whole mission she'd been in a rather nasty mood and had been lashing out at the rest of her teammates because of it. If she made it out of this alive, she would change her ways, that much she was certain of.

"How noble of you to take me on in a one-on-one fight," Caleb mused as he watched the captain of the squad finally come down from her perch in the air. He'd expected her to have buzzed off with her two underlings, but here she was raring to fight him to the death. Vulvux just shot him a nasty glare and dragged her hoof through the cold dirt as a gesture of challenge. No introductions, no monologues or speeches. Someone was out for vengeance, and Caleb was all too happy to answer her call for a duel. Here was hoping she could outdo her fallen friends and last a bit longer than ten seconds. She should try aiming for twelve seconds if she was feeling crazy. "But okay, she-bitch. Let's go!"

Caleb and Vulvux both broke into full gallops; closing the distance between them and crossing the clearing in a matter of seconds until they collided with one another in a blur of fur and chitin. Caleb's sleek dagger of a horn locked with the jagged spike his foe had adorned on her skull, and they began ferociously pushing against one another in a struggle for dominance. Both were fully aware that whoever could overpower the other would have no issue dispatching their foe in a split second, but it seemed like on a physical level they were equally matched. Both he and Vulvux were digging their hooves into the ground, trying to get that vital edge. Eager to tip the scales in his favor, Caleb reached for his pitchfork to run it through the Changeling's neck and take her out with one attack, but as soon as his telekinesis wrapped around the handle he saw his rival's horn glow that signature sickly green. At first, he thought she was going to try blasting him again, but when they were this close there was no way she could've avoided hurting herself in the attempt. It was only as he felt his grip over the pitchfork suddenly get wretched from him did he realize what she'd done, and he only had a nanosecond to break the lock and move out of the way before the rusted tool launched skyward like a rocket; only barely missing eviscerating his face and piercing through the wide brim of his hat.

Vulvux wasn't going to pass on the opportunity to use Caleb's own prized weapon on him, however. She yanked the pitchfork free from Caleb's headwear and immediately launched it at full speed towards Caleb, and even his impressive hoofwork couldn't protect him this time. He sidestepped as fast as he could, and while that did keep him from having his skull split through the middle, two of the prongs managed to land their mark and sliced through his cheek and jaw as the pitchfork shot past him before embedding into a gnarled old tree in the distance far out of his reach. Blood began pouring out of the fresh wound as the hide from his cheek hung loose and limp like a bloodied flag. Caleb started screaming as white-hot pain shot through his face, but as the thick, metallic fluid started to flood his mouth he wasn't even granted that luxury for long lest he risked drowning himself in his own blood. He could hear Vulvux approaching; the hum of her magic growing louder as she prepared to finish this fight once and for all. And seeing as it was taking every ounce of willpower he had to stay standing, it looked like it truly would be the end for him.

"You truly are a living contradiction," Vulvux growled angrily as a sphere of green energy that crackled with tiny black bolts of lightning appeared on the tip of her jagged horn. Seeing as he was incapacitated from his injury, she saw no reason not to get as close as she could before vaporizing him. She just wanted to be very certain she wasn't going to miss her shot this time. Caleb couldn't even think up a comeback or retort as he stared death in the face, all he could focus on was the burning agony that was ravaging his jaw. "Your movements and speed can match some of the best in our ranks. You're a magnet of magical power with such potency that casting even basic spells are like firing a flare onto your location for us. And yet, all you use is the most basic spell in a unicorn's arsenal and a dinky farmer's tool as a weapon! But no matter," The captain stopped her approach and pointed her horn directly at Caleb with an arrogant smile on her face. "This is the end for you! Victory is mine, now peri-"

Before she could get her last word out, Caleb did everything within his power to get past the pain for one final gambit. He hit the dirt to dodge what would have been the Changeling's fatal blow and rammed his horn upward through her neck; piercing through the shapeshifter's jugular and snuffing Vulvux's life out with one clean move. It had been exactly what he'd been waiting for; he just needed her to move close enough and drop her guard for him to go in for the kill. He withdrew his horn, which was now glistening in her grey blood like he dunked it in a bucket of silver paint, and watched as she stumbled backwards trying to keep a hoof on her punctured throat in a futile effort to stop herself from bleeding out. She turned away from Caleb in a blissful daze, and tried to walk away from her opponent with her hoof still pressed to the hole in her throat. She almost made it to the end of the forest clearing before she succumbed to her fatal injury and collapsed to the ground. She'd fought with every ounce of strength she had, and that strength was at last leaving her body for good.

However, Caleb wasn't going to give her the honor of a respectful burial or funeral. No, after how close she'd come to killing him, he needed to heal...and to feed. Feasting upon the flesh of those he struck down was how he regained his strength, and this time was going to be no different. Caleb, with his own blood still flowing freely from the nasty gash in his face, pulled himself over to where Vulvux's body laid. His dark shadow stretched over the corpse as he stared down at the creature that had come oh-so close to killing him, and yet would be what saved his life. He planted his hoof on the back of the corpse and grabbed one of her legs in his teeth, then started to pull back until he managed to tear a chunk of the chitin free from the rest of her body.

"And behold, another beast, a second one, like a bear," Caleb whispered as he brought the torn meat to his lips; lapping at the sap-like blood like a wild dog. Even from the first few drops of the creature's lifeforce, he was already feeling a little stronger. He sank his yellowed teeth into the solid black mass with a nauseating crunch. As he partook in the bloody feast, he felt the flaps of hide that were once his cheek reattaching and stitching back together as if nothing had happened in the first place. "It was raised up on one side. It had three ribs in its mouth between its teeth; and it was told, ‘Arise, devour much flesh.'" Caleb finished the first chunk and leaned down to bite into a second when a familiar filly's voice reached his ears.

"Caleb! Is it over?" Gleam called out as she appeared from behind her hiding spot. When Caleb turned towards the source of her voice, it seemed that the flames caused by Vulvux's magic blast had died down fairly quickly and left the two ponies with only the full moon to guide their way further onward. She stopped her approach for a moment to grab Caleb's discarded hat in her mouth and brought it to the disgruntled stallion with a beaming smile on her face.

"It seems so," Caleb said as he donned his beloved headwear once again. Though, much to his chagrin it seemed like he was going to need to stop by the tailor's in Ponyville and get the new holes in the rim sewn up, which was annoying. All he could hope for was it was a quick fix. Though, seeing the damage to his hat reminded him that he needed to find the pitchfork that caused that in the first place. He slowly panned the tree line, looking for any that happened to have a large hunk of metal sticking out of their base, until he found his tree. He trotted over to the damaged trunk with Gleam in hot pursuit.

"That was so cool!" the small Earth pony cried in excitement as Caleb dug his teeth into the shaft of his pitchfork and started pulling against the tree to yank it free. It wasn't an easy feat either, the prongs were lodged down into the wood as far as they could possibly go; it served as a nasty reminder that if Caleb had been a hair slower his head would have been bisected by his own weapon. If he ran into more of those horned Changelings, he was going to need to be extremely careful and on his toes at all times. Before now, he wouldn't have cared in the first place but there was a feeling in his gut this wasn't the last time he'd be running into these insectoids. Vulvux had even told him that every time he used even the most basic of spells, he was drawing them to his location, and on top of that two Changelings got away so they for certain knew what he looked like now. "You managed to take on five Changelings at one time and come out on top! That's something only a pony like Rainbow Dash could do! I wanna be able to fight like you can!" That last statement made Caleb chuckle.

"You wanna fight like me, huh?" Caleb mumbled with a grunt as he finally managed to wretch the pitchfork from the base of the tree and slipped it back into his coat with the rest of his gear. The more he thought about it, the less likely it seemed he would have been able to actually use any of his guns. Even if he could find a way to hold them without any fingers, he imagined the recoil and heat from the hot metal would be quite painful to fire off even a single shot. The voodoo doll and the life leech staff were still promising options, but that was assuming they would work in the first place. And if he had extra help to hold the dynamite while he lit the fuse, that could also be a viable means of defense. All she'd have to do is throw it at things he didn't like and she would be golden. "Sure, why not. Never had a protégé before, could be fun. I have a feeling you're going to have plenty of opportunities for on-site experience."

"Yeah, I see what you mean," Triumphant Gleam said lowly, the excitement leaving her voice as she looked into the darkness that went untouched by the moon's light. "Caleb, I need you to understand something extremely important. I don't think anypony has ever seen a Changeling that looked like these ones in well over 40 years. A long while ago, Changelings found a way to self-sustain themselves on love they created without needing to drain others for it and their appearances radically altered when they made this discovery and broke off from their original leader, Queen Chrysalis. I don't know where these ones came from, but I think this could be a serious emergency."

"All the more reason to hurry so you can inform the proper authorities then," Caleb mused. Emergency or not, if a national crisis helped him get an audience with their royalty faster then that was all the better. Gleam nodded in agreement and broke into a gallop with Caleb right behind her. While it was true that at the pace they were going they'd have reached Ponyville within the hour, in reality Caleb's journey was far from being over.