The Beast, the Princess and the Derpy

by Big Daddy

Rating: mature
Tags: Derpy Hooves, Main 6, Princess Luna, My Little Pony: Friendship is Magic, Dark, Original Character, Sex, Comedy, Tragedy, Big Macintosh, Random, Adventure
Length: 186143

A retired veteran guard returns home after years away, determined to find peace and a quiet life. Fate, it seems, isnt feeling very accommodating.

Home for the first time in over a decade, Behemoth wants little more then to retire in peace, leaving the events of his Guard service behind and getting to know again the family and friends he left behind. Things don't quite work out the way he had planned. History has a strange way of repeating itself.

Published 2013-04-06 21:30:02 UTC
Last updated 2018-06-20 17:44:56 UTC

2: Introduction to Insanity

It had been a long, but profitable day at Sugarcube Corner, and Pinkie was the last one working. Straightening up the kitchen, getting everything prepared and ready for when the Cake's opened up shop in the morning. She had just finished drying and laying out the last of the cookware when she heard the chime of the small bell above the front door, reminding her that she had, once again, forgot to lock up. In traditional Pinkie fashion, she bounced out into the main room.

"Hi! Welcome to Sugarcube Corner!!! Sorry but we're clos-bluarrrrrrrgh?!," her bubbly, cheerful voice cut off as she caught sight of the 'customers'. A massive, cobalt blue pegasus, dirty and disheveled, his dark coat stained with both an impressive amount of dust and an even more impressive amount of blood. He, however, wasn't the cause of Pinkies impromptu attempt at creating a new language.

Walking beside him as they headed over to a table, was none other then Princess Luna. In stark contrast to the monstrosity next to her, Luna was as resplendent as ever. A paragon of beauty and grace, even without her usual crown and gorget. Perhaps even more stunning for the lack of these royal accoutrements.

"Oh, hello Pinkie Pie, I didn't know you..." Luna's response trailing off as she noticed the fact that the vibrant pink ponies face was frozen. Her mouth hanging wide open, her beautiful sky blue eyes wide enough to seem unnaturally, disturbingly large in her frizzy maned head.

After a few seconds of continuing, awkward silence, Behemoth leaned down to whisper into Luna's ear with a restrained grin. "I think you broke her."

Luna gave him a wicked glare, and kicked him in the leg, the effect somewhat softened by the snicker she wasn't entirely successful in suppressing. She slowly approached the frozen pink pony. "Ummm.....Pinkie? Are you ok...?" Luna glanced back at Behemoth, who shrugged, still smiling. She reached forward, cautiously prodding the catatonic mare. As soon as contact was made Pinkie snapped back into sentience.

"Oh hi Princess," she began immediately "I was so surprised to see you I had a teeny weeny little bity aneurysm, but I'm okay now. What're you doing in Ponyville? Is this an official visit? Is someone in trouble? OHH! Is there gonna be a party? Where's your crown? That guy over there is kinda freaky looking. Looks like he was hit by a train. Then lit on fire. Then hit by another train while he was still on fire then had the fire stomped out by a stampede of buffalo-" both Luna and Behemoth listened, mouths slightly agape, Luna having retreated to his side quickly as Pinkie had snapped back to consciousness.

Neither of them bothered to listen to the continuing verbal deluge, waiting for the slightly vibrating pink ball of energy to take a breath. After several moments however, it became obvious that in addition to her other idiosyncrasies, she apparently didn't need to breathe.

The cobalt pegasus leaned down once again to speak quietly to Luna, his eyes never leaving Pinkie.

"I don't know whether to be impressed or frightened. How long do you think she can go before passing out?"

Luna shook her head, eyes also glued to the rambling pastry chef. "I have no idea, I've never seen anything like it...it's...almost...hypnotizing..." she tore her eyes away, shaking her head briskly to prevent herself from slipping into a trance.

"Pinkie, I-"

"-turnips!!Can you believe it?! And she-"

"Pinkie, please-"

"-didn't even know you could do that with root vegetables, especially that many at once, dosen't that sound like it would hu-"

"PINKIE!!!!!" Luna yelled, her face flushing from the sudden uncharacteristic outburst, "Please, pay attention for a moment!"

"Oh, sure thing Princess, what can I do for you?" Pinkie replied, her monologue of madness ceasing in mid sentence.

Luna visibly sagged as the aural assault ceased. "Coffee, please, and a cup of tea for my...friend. Earl Grey, hot."

"Anything for you, but, are you sure he drinks tea? Kinda looks like he'd be more at home eating the souls of frightened orphan foals."

"Wait, what?" Behemoth chimed in.

"Just the tea for now, Pinkie, maybe we'll have some souls later on." Luna turned back to look up at her companion, making a truly herculean effort not to burst out into laughter, noting the slightly confused, slightly offended set of his broad face."

"Okie dokie lokie!" the unfazed chef replied, bouncing off into the kitchen in her usual, physics defying fashion. "It'll be just a few minutes."

As soon as she was out of sight, Luna's composed facade collapsed completely. She collapsed against Behemoths chest, laughing so hard no sound was audible other then the occasional gasps for air and a faint, high pitched squeaking sound. She pounded a hoof against his sternum, eyes screwed up tight, but still leaking tears into his worn, stained coat. Her entire body quivering in mirth. He stood there, trying to cover up a grin of his own behind a stern, impassive glare directed off into space.

After a few moments, as her body wracking laughter slowly started to subside, he cleared his throat, and she looked up into his eyes, breathing heavily and shivering slightly. He looked down at her, his face set rigid and emotionless.

"I'll have you know, your worshipfulness, that I haven't eaten the souls of foals, orphaned or otherwise, in at least six months."

This deadpan delivery set Luna off again, her legs gave out and she collapsed into a twitching ball, rolling back and forth in a completely un-royal fashion. Finally letting loose a deep rumbling chuckle of his own, he reached down and scooped up the giggling deity, effortlessly carrying her trembling form over towards a table.

As he leaned down to set her on one of the cushions, she reached up, wrapping both fore legs around his pillar of a neck. He could feel her heart beat against his chest, the way her svelte form moved against him with every breath. Their noses almost touching, she looked into his one good eye. A faint sheen of sweat covered her body, her flush started by the exertion of her laughter. Continued now, from an entirely different motivation.

She marveled at his casual, gentle strength, supporting her entire weight with a single limb. A warm tingling spreading from where his leg ran along her flank, from where her legs were held firmly against his chest. Then a clatter of dishes and the sound of approaching steps reminded them where they were, and that they were not alone.

"Ohh....uhh...thank you." She looked away quickly, breaking the connection.

After a seconds hesitation, he lowered her to the cushions then stepped back to the other side of the table, seating himself. They both watched as Pinkie emerged from the kitchen. She had, resting on her back, a small tray with a gleaming, stainless steel coffee pot, and a dinged and pitted kettle. The pleasant aromas mingling with the background scents of a successful bakery, the combination enough to perk them both up a bit.

"Here ya go!" Pinkie said in her ever cheerful fashion, "I've got a little more to do in back, if you need anything just holler." Both Luna and Behemoth muttered their thanks, and set about filling their mugs.

He took a long, slow pull of his tea, the liquid heat spreading through his body. His eyes closed as the warmth swept down his throat and took the edge off his myriad aches.

"So," his eyes opened in response to the voice from across the table. Their eyes met again as she continued, fiddling absent mindedly with her mug. "You mentioned earlier that you'd been away for almost a decade...why is that?"

He nodded slowly in acknowledgement, and took another slow drink as he decided how to respond. "There are...aspects of my past that I prefer not to discuss. Things I've done that I'd rather leave buried. Why I left is one of them." He knew this would only peak her interest, but saw no other way to say it without lying to her. And that he would not do.

"Suffice to say, me and the powers that be at the time, decided that it was for the best that I leave, and not return for quite a while."

"But, who? What powers, and what'd you-" she spoke began before he cut her off.

"Please, Luna. Let it go. The time for this story may come later, and if it does, I give you my word, I'll answer every question you might have. But not...not now." Looking into his brilliant golden eye, she saw something there she hadn't seen before. "...Okay. I'll let it go. For now."

He bowed his head slightly in thanks, and took another drink. He looked down into the nearly drained vessel, swirling its contents.

"Its strange. I grew up here, spent half my life in this town. After being gone though...I feel..." he looks to her as she picked up his sentence.

"Lost. Lost in your own home. Just enough is the same to remind you how much isn't." She met his eye. "Just enough to never let you forget what you've done. Who you've hurt. And-"

"And," he finished, "how the one who forgave you, is the one who has every reason not too."

They sit in silence for a few moments, then almost simultaneously smile.

"We really do have some of the most cheerful discussions, don't we, soul eater?"

Behemoth gives her a withering stare, knowing that she'd be using this new nickname for the foreseeable future. "Oh, most definitely. Paragons of happiness and good cheer, that's us."

"So how long do you intend to stay?"

"For good, hopefully. Spent far too long away as is, and-" he looked past her as the door chimed again and two of Luna's royal guard entered, one carrying a large, heavily worn saddle bag , brown unadorned leather, one of the catches torn off, obviously struggling with its weight. They approached the table.

"Found this outside, One Eye, fairly certain its yours." spoke the larger, older of the guards.

"Ahhh, almost forgot about that, captain. Thanks. How's the wife?"

"Eh, same as always."

"That bad eh?"

Behemoth and the Guard Captain shared a chuckle at this cliche greeting as the younger guard whispered something to Luna, which elicited a long, annoyed sigh from the lithe deity.

"Alright then, go ahead back to Canterlot, I'll 'port back in a few minutes, then we get to discover what has these fools panicking now." The aggravation apparent in her voice as the two saluted and left.

"Trouble on the homefront?"

She scowls, snatching her mug off the table and draining it in one go. "More mindless bureaucracy. I swear, if they were any more inept, they'd forget to breathe...that dosen't sound so bad actually..."

"Ahh, that's a pity. You always get called away on some important matter of state right before I plan to seduce and have my way with you..." he suppressed a grin and waggled his eyebrows at her suggestively.

Luna tried her best to remain annoyed, but failed after a few seconds, smiling and laughing softly. "You know, you could get in real trouble saying things like that..."

"Yeah. That's what I hear. Now go on your worshipfullness, go save the day before the ministers wet themselves."

She sighed, still smiling and moved over to a clear area of the room, giving her rear a little wiggle for his benefit. "See ya later, big guy." She gave him a wink, and then with a sharp pop, a bit of blue smoke and the smell of ozone, she was gone.

He watched the space where she had just been for a few seconds, all manner of...interesting possibilities running through his head, before turning back to the table...and to the dazzling blue eyes of the pink mare that had materialised where Luna was sitting just a few seconds previously.

"GAHH!!" he exclaimed rather articulately, almost falling over backwards. "Where the...how the...GAH!!"

A sanity stressing grin plastered on her face, she leaned forward, the entire front half of her body resting on the table.

"So, you and the Princess, eh? Never would've guessed that, you being a soul eater an all. Ooohh!!! I bet shes really good!! Years an years an years of practice, an that booty!! Woooo!!! Even I liked that little shake she di-" her bubbly voice was cut off my a large black hoof pressing against her lips, mumbling noises continued to issue from around it for a few seconds.

"You know, Miss...Pie, was it? It's rather rude to listen in on other folks private conversations..." he pulled his hoof away now that he had her attention.

"Oh, don't worry soul eat-" he interrupted her.

"My name is Behemoth."

"Oh. Don't worry Behemoth, your secret affair with a thousand plus year old princess god is safe with me."

"Buuuuuuut..." she leaned back "You gotta do something for me. Oh, and I can also tell you where Dashie took your sister!"

He sighed, rubbing his forehead...then stopped.

"Hold on just a second, I didn't mention I was looking for my sister."

"Oh sure you did, silly, how else would I know?"

He stared at her for a moment. "That's a very good question. Either way, ok, what do you want me to do?"

"Well, if you're good enough for a princess, you've good be an awesome lay, so...fuck me!!" A ear to ear grin on her face.

He continued staring at her blankly for several seconds, then blinked rapidly. "Wait, what?"

"C'mon, right, here, right now, you owe me for keeping me up so late, and for not telling anypony about you an the Princess."

"...Wait, what?"

"C'mon, it'll be fun it'll be fun it'll be fun!!"

"I reiterate, wait, whAAAAA-"

His question cut off by a pink blur flying across the table hitting him in the sternum, bowling him over backwards and dropping him onto the floor on his back.

Slightly dazed by the impact of the back of his skull on the floor boards, he stared at the ceiling for a moment, to gather his thoughts. This proved to be impossible once she started sucking on his balls.

She sucked the heavy orbs into her mouth, only room for one at a time. Her tongue ran all around them, between them, bouncing them playfully.

He looked down at her as she planted a sucking goodbye kiss between his balls and started her way up his slowly growing phallus. Her brilliant blue eyes locked on his, smiling as her skilled tongue slowly traced a thick vein all the way up to the pulsing head.

"Hey, you wanna see somethin cool?"

Before he could respond, she leaned back, and deep throated his entire length in one smooth motion. He could actually see her throat bulge with its girth.

"Oh dear fucking Celestia..."

He looked down at her, eyes wide, his whole body contorting with pleasure as he felt her agile little tongue swirling around the base of his shaft, flicking down to tickle his scrotum.

"Ohhh...damn you're good...c'mon, flip around."

Slowly she pulled back, leaving about half his length buried in her throat. she spun around, working a few inches in and out as she positioned her dripping pussy over his snout.

"There we are..."

She brought her rear down, literally sitting on his face, her front hooves on his stomach, her full weight supported by him. He admired the contrast between the light pink of her coat and the deeper pink of her nether lips for a moment before playing his long, broad tongue slowly along them, lapping up her juices. He ran his powerful tongue between her lips, twirling the thick muscle into her, then back out and around the rigid nub of her clit, licking near it with little flicks, deliberately avoiding it, teasing her.

She sat back with a moan, her upper lips drawing all the way up until just the throbbing head was still enveloped in the warm wetness of her mouth. She writhed against him, her hips bucking and grinding, smearing his face with her fluids. He brought his hooves up, placing them over her cutie marks to hold her in place as his skilled tongue continued its work.

She threw her head back, frizzy pink mane bouncing behind her, her mouth coming off of his rod with a wet smack.

"Wooo, you're a lot better then I thought you'd be Gigantor...mmm..."

He would've grinned at this, were he not otherwise occupied. In response, he flicked his tongue across her clit just once. A squeal of pleasure rang out into the otherwise deserted bakery as Pinkie's body was rocked by the sudden, unexpected bolt of pleasure. She darted back towards the thick member, still glistening with her saliva, and took it back into her mouth, relishing the taste of him.

He stifled a grunt as she started working his length frantically. Her cotton candy scented mane bouncing wildly as her head bobbed up and down without rhythm, her tongue flicking and dancing along his engorged shaft. He did his best to hold back, but his endurance had taken a hit from the earlier bludgeoning, and he felt a familiar stirring starting deep in his balls.

As he felt the familiar sensation building, he curled his flexible lips around the nub of her clit, flicking his tongue back and forth over it as he sucked on the juicy pink button. Her cries of ecstasy would have awoken everypony in the neighborhood if it hadn't been for the muffling effect of his phallus. Her front legs trembled and gave out, causing her to take his entire length all the way down to his saliva slicked balls.

This proved too much for the formidable pegasus, and as his chin and neck were covered as she came, a torrent of his own cum thundered into the small earth pony, flooding down her throat in great pulses and jets.

She gulped down every drop effortlessly, and mustered enough strength to pull his member out of her throat, before collapsing back down onto his wide chest. She could feel his heart thudding away, and his deep breaths as he wound down. She turned around bit by bit, not bothering to stand or get off him, until she was perched on his sternum. Her front hooves together and her head resting on them, she looked down at him, laying there with his eyes closed.

"Told ya it'd be fun!!"

He laughed. His eyes opened half way and he looked up into the excessively cute, light blue eyes just a few inches from his own.

"Yeah, you did. Probably the strangest black mail I've encountered thus far, however."

"Uh huh! Didn't really expect that to work, but you went for it, YAY!!"

He chuckled again, a deep resonant sound that seemed to shake the room, or at least her. Her smile faded a bit, and her lower lip stuck out in the slightest bit of a pout.

"Its too bad you're all done though. We coulda had lots more fun."

"Done?" he raised an eyebrow. "Who said anything about being done, I'm just getting warmed up."

Pushing against the floor with his wings, he rolled over and stood, the floorboards beneath him creaking slightly. She hopped off him at the first sign of movement, her boundless energy seemingly already having returned.

As he returned to his feet, he looked around the interior of the bakery, judging the sturdiness of the various pieces of furniture. None of them seemed up to the task, except...there.

"Alright you, over there." he nodded toward the main counter.

"Oooooohhhh, okay!"

She bounced over, and hopped up, her front legs resting on the sturdy, polished wood. She stuck her rump up into the air, her tail raised high, swishing back and forth excitedly. Her dripping sex on display.

She looked back over her shoulder as he approached, his erection already back to its previous glory, long, stiff and glistening, swaying slightly with each step.

He moved slowly, partly to build her anticipation, and partly to conserve his waning energy. As he came up behind her, he caught that sweeping tail in his teeth and gave it a sharp upwards tug, not at all surprised that it tasted faintly of cotton candy. She gave a little gasp and moan, obviously enjoying it.

"C'mon, hurryhurryhurryhurry!!"

He grinned and reared up, placing one massive hoof to either side of her diminutive frame. With no pause or fanfare, he slowly pushed his full length into her drenched folds with a single, slow motion. The warm, wet velvety sensation pulling, sucking him in until his pendulous balls came to rest against her rump.

"Oooooohhhhhaaarrrrrggghhhhh......"

Her head dropped to the counter as a feeling of supreme, wonderful fullness overwhelmed her. He drew back until just his head was left nestled inside her, before starting to work half his length into her in slow, deliberate strokes.

With a groan, she lifted her head off the counter and looked back at him. "Oh come on, you'll never get me off like that, put some oomph into it, you wont break me!!"

He looked down into her eyes and smiled, pulling back all the way slowly, again leaving just the tip enveloped by her dripping hole. His smile grew broader as he slowly unfurled his wings, stretching them out to their full size, their massive span making the huge stallion appear even larger. He rotated the black tipped wings to face back behind him. He widened the stance of his rear legs, and brought his front hooves closer, placing them in front of her shoulders.

"Well, if you insist..."

With one well coordinated motion, he used both his powerful legs and broad wings to bury his cock in her to the hilt. The force sending his entire length into her, then rocketing her forward off of half his shaft, before his forelegs stopped her and sent her back for the next wing assisted thrust.

"Oh Celesti-" she was cut off as the next surge slammed into her.

"Dear Lu-" and again.

"Oblglahhhhbbbllllflllaaaaa-"

Grunting with the exertion of each flap/thrust, he relished the chance to completely let loose, and gave the resilient pink mare everything he had left.

She was quickly lost in the pleasure wracking her body. The world ceased to exist with the exception of the polished wood counter and the monster behind her giving her ecstasy she had never thought possible. He was taking her so completely, so fully, so forcefully. She had never came this hard, or continuously in her entire life.

He could feel her shuddering, clenching around him with every thrust, the way her sweet juices had soaked him, dripping off his stallion-hood to puddle on the floor.

"Uhn...this...enough oomph, for you?"

She let out an unintelligible moan, her forehead on the counter, she lifted her body up to look back and watch his scrotum rhythmically slap up against her belly, his long rod pumping into her like a piston.

The last of his stamina ebbing away, he was holding his second climax in check by pure force of will. He repositioned one hoof, and slipped in the puddle that had formed beneath them.

"Whoa, what, whoooAAA!!"

He fell backwards, his forelegs, still in front of hers, pulled her off the counter and down with him. He hit the floor hard for the second time that evening, Pinkie landing on him a split second later. The sudden fall breaking his concentration, he came up into her. She could feel his balls throbbing beneath her, and the feeling of liquid heat filling her up was enough to send her into one last, quivering orgasm.

She laid back on him, his member slowly softening and slipping out of her bit by bit as they lay there, hearts pounding, chests heaving as the two tried to catch their breath.

After a few minutes, she looked back at him over a shoulder.

"I can see that you two are related. Not a very graceful family, are you?"

He chuckled breathlessly at this, his golden eye flashing.

"No, we really aren't."

They lay there for a few more moments, then Pinkie sat, up, hopped off him, and bounced back to her feet. He watched her dumb founded, at a loss to explain how she had recovered so quickly.

"Well, that'll do for now, c'mon old fella, you'll need your sleep if we're gonna go see your little sis in the morning."

He closed his eyes and laid back for a moment, gathering the last of his reserves before rolling over and standing shakily. He walked slowly over and retrieved his bags, before following the eccentric pink pony upstairs.

3: The Pariah Returns

He awoke. Consciousness was no longer a gradual thing for him. Years of training had seen to that. He was looking up at a bright pink ceiling, which registered as odd for a moment, before his brain caught up and he remembered where he was. A noise from the bed next to him caught his attention. He looked over, and saw the still sleeping form of the odd, bubbly, and adorable Pinkie Pie. She let loose with another snore, mumbling something with a faint smile on her face. He couldn't help but smile in response.

~Hell, she even snores cute.~ He thought.

He watched her for a few more seconds, then began to move slowly off the bed, taking care not to disturb the happily snoozing pastry chef. As he moved to sit up, he was hit by a stabbing pain shooting up his left side. He bit back a plethora of inventive profanity and lay back down.

~...Yup, that's at least two ribs broken...this'll be fun...~

The pain from his left side reverberated throughout his body, bringing all the little aches and bruises that had faded into the background back into play. This was a familiar sensation for him, but no more welcome for its familiarity. It wasn't his first time waking up to the dull, all encompassing ache that reminded him, as if any reminder were necessary, that he'd taken on a mob last night. He sighed quietly.

~Something tells me this won't be the last time I wake up like this...so much for leaving that life behind...~

He lay there for a few moments silently, giving his battered frame time to adjust to the returning pain. He closed his eyes, and concentrated on slowing his breathing and heart rate like he'd been taught years ago, which had both been kicked into over drive by the flash of sensation from his ribs.

He laid prone for several minutes, listening to the cute murmurs and mumbles, punctuated by the occasional, impressive rattling snore coming from the other side of the bed. He laid there until the screaming pain had faded to a faint whimper, before taking a deep breath and trying to rise again.

He made it up this time, and almost fell as he tried to put weight on his left foreleg. It felt as if shards of glass were being ground inside of his recently dislocated shoulder joint.

~Dammit, I'm getting too old for this nonsense.~

Moving slowly, he made his way to the half open door of Pinkies personal bathroom. He flicked on the over head light and was almost blinded by a ruthless assault of hot pink. The floor, walls, ceiling, towels, even the overhead lights gave off a vibrant pinkish hue.

~Huh.~

He stopped, blinked a few times and surveyed his surroundings.

~Under other circumstances, this might be horrifying.~

He gently closed the door behind him, and turned to face the mirror over the sink. A midnight blue beast looked back at him. Scarred and filthy, short cropped black mane matted with both dirt and dried blood. The solid white orb of his right eye in stark contrast to usually glinting gold of his left. That glint dulled a bit now from the extent of his pain.

~Ah well. At least I'm still pretty.~

He turned his head to get a better look at the impressively large bruise behind his good eye. Over night it had taken on shades of purple, blue, black, yellow...

~Hmm. Lucky that one didn't pop my jaw. Should make for an interesting conversation starter at any rate.~

He shook his head, then moved over to the shower. He cranked the hot water on full, and let it run, billows of steam starting to spread as he dealt with other biological necessities. Testing the water with a wing tip and finding it just short of the point where it would burn, he stepped over into the shower. It was massive. An amorphous, somewhat circular shape about fifteen feet across at its widest point. More then a dozen shower heads were situated seemingly at random all around the circumference.

"Wow. That's...unexpected." He looked around, nodding in admiration, before slipping under the torrent of water.

His mind blanked as the liquid heat poured over him. The almost painful water seemingly hitting all his aches and pains simultaneously, dulling them. With a barely audible groan, he leaned his forehead against the wall under a shower head.

Mismatched, black tipped cobalt wings slowly unfurled straight up,the corded muscles of his back forming a deep valley that the steaming water pooled in, its heat soaking into his large frame.

He opened his eyes and looked down at the trails of brown and crimson as they swirled together and disappeared down the drain. The blood and grime from last nights violence. The way the red drained away, it reminded him of...

Canterlot was burning.

The screams of the injured, the moans of the dying.

Licking flames reflected in a pool of crimson.

A pool emanating from him.

The jet black blade buried in his chest propped him off the cobblestone, slick, sticky with his blood. Almost a foot of its tip jutting out of his back. He was dead, and he knew it. All that was left was the dying.

"NO."

With that single word and a violent shake of his head that sent droplets of water flying from his mane, the memory faded away.

"Not now, not here."

He sighed, closed his eyes, and lifted his face up into the spray of water. Warmth running down his neck, chest, and legs, heat chasing the memory away, just as it had chased away the physical pain. Slowly a hoof rose to the huge, puckered indentation just to the right of his sternum. It ached. He leaned forward again, once more resting his forehead against the wall and opened his eyes...and looked straight into the upside down, toothy grin of Pinkie Pie.

"Hrrrrrnnnnnghhhh..."

"Mornin big guy!!"

Somehow, the instinct to scream obscenities and flee was overridden, and with a interesting display of facial twitches and a series of odd noises, the ponderous pegasus stood his ground.

~HOLY UNCLE FUCKING CELESTIA ON A CRACKER!!GAH!!!HOW THE HELL DOES SHE DO THAT!!!!!~

"...Good morning, Pinkie."

He looked at her upside down grin, then to his left, at her body facing the same way as his, then back to her face.

"Umm...Pinkie, you seem to be violating both the laws of physics and basic anatomy, simultaneously."

"Uh huh!! But, more importantly, we gotta get you cleaned up an over to your sister pronto!! I gotta be back in time for my shift." She said as she bounced over to a large alcove set in the far wall and started rummaging around in a frankly silly amount of bottles of various shaped and sizes.

"I think I can manage to...clean...myse-...yeah..."His train of thought derailed as he watched her plump, inviting rear wiggle as she bounded across the shower.

He stood there, water streaming down his face, enjoying the view as she rooted around.

~So cute, so innocent, and yet so...entirely...~ his thoughts were cut off as she turned around with a sound of triumph, and a large pink bottle in her mouth.

"Ear ee guuu!!"

She hopped back over to him...

"Whaddya got the-OOOF!!"

...And up onto his back with a single bounce, the impact popping his back about a dozen times.

As he was adjusting to her sudden weight, he felt a cold glob hit the back of his head, just behind his ears causing them to flick involuntarily. The sensation quickly trailed down his neck, between his wings and down his broad back to the base of his tail. He looked back and up at her, standing on his back, as with a quick jerk of her head she tossed the bottle back over towards the alcove.

"Ok, what in Equestria are you doing up there?" The eyebrow over his good eye arched quizzically.

"Helping!!"

And with that, she began to rub, massage, and knead his flesh, starting at the back of his neck and moving slowly down to his back, working the gel into a thick lather.

He closed his eyes once again and smiled, a deep, guttural sound that started deep in his throat, emerging as a low, satisfied groan. He settled in, letting her work her magic.

"Ohhh...damn Pinkie, is there anything you're not good at?"

She giggled cutely and continued her work.

"I dunno, probably something."

The beast let lose another rumble of approval, his eyes shut...until she started working the lather into the base of his wings. That got his attention. A tingling bolt of pleasure shot through his bulky frame, from his wingtips to his hooves and then back up, coalescing in his loins.

"Uhhmm, Pinkie, you...my wings, they're...might not want to..."

"Oh," he could hear the smile in Pinkies voice, as she ruffled his primaries, gently caressing the nearly translucent membranes of his wide wings. "Is something wrong, big fella?" She giggled again, and he felt her shift around, then the heat of her breath against his ear.

"You didn't think you were the first pegasus I'd played with, did you?" Before he could respond, she flicked her pert little tongue along the cup of his ear, working her hooves along the leading edge of his wings with a little more vigor.

~Ahhhh...damn, she's good at this...~

His pulse began to pick up, he could feel his wings throb as blood thundered up through them, mirroring the sensation from his stallion hood as it began to grow, drooping towards the shower floor, jerking slightly in time with his heart beat. She nibbled at his ear playfully, knowing full well what she was doing to him.

She climbed down off him, a huge grin on her face as she moved around to face him.

"Lay down ya big blue beastie, we gotta get the rest of ya all squeaky clean, don't we?"

He looked down at her for a moment,that one eyebrow raised again, before silently complying. He sat, then lay back slowly, his extended wings helping ease him back. They were quickly laid flat, sticking straight out to either side. In contrast to his thick erection, that was standing tall and proud, pointing straight up. It throbbed, slick and shining, wet from the shower.

Pinkie trotted across the room, retrieving the bottle she had tossed earlier. She came back and stood over him, her normally frizzy mane hanging straight down her back, bottle held at the ready. She popped it open, pointed it down at him...then stopped, a smile spreading across her face.

"Hmm...I know a funner way to do this."

She turned the bottle around, and squirted a thick line of gel from her neck, down her chest, and ending just below her belly, before dropping it once more.

"Taa daaa!! I'm a genius huh?"

Without waiting for a response she dove onto his chest, the impact splattering the goop between their bodies, adding a delightful sensation of slickness to her movements as she squirmed around on his chest and stomach.

"Hee hee, weeee!!!" Giggling, she slid up onto his sternum, smiling down at him.

"You're like a fuzzy blue ice rink, but not cold. Or icy. An not really rink shaped. And for more then my hooves!!"

A sonorous laugh echoed through the shower, his chest pitching with the mirth, sending her sliding down his torso.

~Heh, dont usually laugh when I'm this hard...~ Behemoth thought with a smirk.

Her 'body skating' came to an abrupt end as she continued down, and felt the girth of his erection slide up between her outstretched legs, the vertical shaft stopping her in her tracks.

"Oooooooh...." she moaned and leaned up, looking back over her shoulder at the tower of flesh jutting up from where it was firmly nestled between the healthy expanse of her rear.

"Ice rinks don't usually got one of those either..."

She flexed her hips, making her rear bounce, enjoying the feeling of a few inches of his thickness rubbing against her nether lips and plot hole. The heat radiating out of him was amazing.

"Mmmm, that feels nice..." she drew her legs up under her, trying to stand, but kept slipping. He reached down, giving her a hoof and helping her to keep her balance as she stood, her sex twitching as it slowly trailed up his length, the lips flared apart as she balanced on the apple sized head.

She sat there for a moment, almost standing on him, the front of her body easily supported with his help. Pinkie wiggled, running the head back and forth, stretching her nether lips around it, smearing her own juices with his plentiful precum.

"Oh wow," she was watching it slip back and forth. "Didn't look this big last night..."

"Yeah, being savagely...oohh... beaten an tackled through a fence kinda hurt my...mmm...libido."

She took a deep breath, then slowly started downward, impaling herself on his beast of a cock. He stifled a groan as he watched the first few inches disappear up into her. His wings gave an involuntary beat, his haunches shaking as he restrained the urge to buck his hips, letting her get used to his new and improved girth at her own pace. Until she lost her footing.

The slickness of his soapy coat and the way her legs were trembling proved too much, and she slipped. Half of him slipping into her all at once Her eyes bugged out and her mouth hung open in silent exclamation. An audible thud was heard as the back of his head smacked into the floor.

~Aw fuck fuckfuckfuck-...~

She felt stretched, her sex aching like a sore muscle. She could feel the way his erection throbbed inside her. He could feel the way her tightness squeezed down on him, the way she was shuddering at the sudden fullness.

He lifted his now slightly sore head and looked up at her. The heat and wet of the steam billowing around them had flattened her normally frizzy mane and it now hung straight, framing her face on one side.

"Hmm...you...look good...with your hair down..."

She smiled down at him, biting her lower lip and slowly rising back up, his stallion hood gleaming in the pinkish light with their mingled juices. She fell into a steady rhythm, sinking a little deeper onto him each time she came down.

With a moan he laid back, his entire consciousness concentrated into they way she felt around him. She pulled her fore hooves away from his, and he felt them a second later on his stomach. She lay on his stomach, her ass up in the air, her haunches working as her rear half bounced up and down.

"Ahh, damn Pinkie, now you got it."

She started moving quicker as he spoke, her sopping wet cunt making a squelching sound each time she brought her hips down, each time she was brushing against the globes of his large testicles. He matched her motion, thrusting up into her each time she brought that magnificently plump ass down.

They both quickened their pace, her rear an intoxicating pink blur as she popped up and down, legs flexing quickly and smoothly, her ass an almost constant ripple as his throbbing cock filled her over and over.

Pinkie stopped suddenly, moaning loudly against the coat of his stomach. Behemoth grunted as her pussy clamped down around the base of his shaft, squeezing him spastically as she came. The Beast's back arched, clearing the shower floor by over a foot and lifting Pinkie up into the air effortlessly, only his shoulders and hooves still touching ground. She came up off her forelegs, leaning back, her face pointed to the ceiling in ecstasy.

"oooh ooh wooohooo hooo!!"

She rose off him quickly, hugging his pulsing dick to her belly, pumping it furiously with her hooves as long, thick ropes of his cum arced up into the air. He shot almost a dozen times, leaving them both splattered. As she squeezed the last few drops out of him, Behemoth finally collapsed under her, his back returning to the tiled floor.

With a happy sigh, Pinkie leaned down and planted a gentle kiss on the sticky, slowly shrinking head, before bouncing over to one of the many shower heads and beginning to wash off their combined juices.

"That was fun again big guy, but c'mon, we got places to go an sisters to see!"

He lay there for a moment, completely still, staring up at the ceiling and enjoying the aftermath.

~That, has definitely gotta be one of my favorite ways to start the day.~

He sat up, rolling over and getting his legs back under him, wincing a bit from another stab of pain from his shoulder and ribs. ~Oh yeah. Almost forgot about those.~ He joined Pinkie under the hot water, rinsing the soap and other substances out of his coat. They finished up and headed back out into her bedroom, each grabbing a towel as they went.

Behemoth sat at the foot of the bed, briskly drying himself as she did the same. He glanced over at her as she finished with her mane, the long, straight hanging hair disappeared with an audible "Pooomf!", puffing out into its usual frizzy madness.

He shook his head with a chuckle at the sight. ~These things probably shouldn't surprise me anymore.~ He thought as he reached down into his bags, rummaging around. He emerged a moment later with a large, frayed, and faintly stained roll of bandages, and began the familiar and laborious process of wrapping up his shoulder and ribs, as Pinkie continued toweling off. They wrapped up at about the same time.

"Ready to go?"

"Yup, lead on."

The two of them headed down stairs, the delicious aroma of fresh baked goods hitting him as soon as the door opened, his stomach rumbled loudly, demanding sustenance. He changed direction in mid stride, maneuvering his bulky frame into line behind a half dozen customers.

"Oooh, something to snack on sounds great biggy, good idea. Good morning Mr. Cake, Mrs. Cake!!" The two smiled and nodded in response, hustling behind the counter, working together like a well oiled machine. The line moved quickly, and after just a moment, Behemoth was standing at the counter. A quick image flashed into his mind, he and Pinkie, right here, last night, her, bent over the counter, him behind her...

"Hi there," a voice spoke from under the counter, snapping him out of his reverie, "what can I get for you this morning?"

He looked down at a orange and white hat moving back and forth, the only thing visible as its owner worked on something under the counter. He tilted his nose up into the air, taking a series of small sniffs.

"I'll take the...ten...no, the twelve apple and cranberry muffins that'll be coming out of the lower oven in...twenty eight seconds."

A pleasantly gruff laugh rose from behind the counter. "Fella, you sound just like a colt who used to come in here every day, ordered the same thing you just did, only he always got a-"

"Oh, and tea, please, Earl-"Behemoth chimed in, before the voice behind the counter cut him off.

"-Grey, hot..." Mr. Cake came up from behind the counter, a look of confusion on his face as his voice trailed off.

"Behemoth is...is that...really you?"

"Yes, sir. Good to see you Mr. Cake, its...been awhile."

A series of conflicting emotions ran across Cake's face, eventually settling on a not entirely convincing smile.

"It's uh..wow, it really has been quite a while." The bell above the door chimed as a new wave of customers arrived for their morning pastries and coffee.

"How, uh, how long have you been back?"

"Got in just last night, Pinkie here was kind enough to invite me to stay till morning." At the sound of her name she poked her head out from behind her monolithic companion.

"Mornin Mr. Cake!!"

"Uh, yeah, good morning Pinkie, so, Behemoth, wha-" The obviously struggling Mr. Cake was interrupted as a tan earth pony in line chimed in.

"Hey, whats the hold up, I got places to be, lets get this movin!!" Behemoth's smiled dropped off his face in an instant, and he slowly turned to face the rude customer. If looks could kill, the loud mouth stallion would have quite simply exploded. He swallowed nervously as the monster stared him down with his one good eye. After a few seconds, Behemoth spoke.

"He's right Mr. Cake, you've got customers, I'll swing by later, and fill you in on the last few years." his single eye never blinking, never wavering from the now quaking customer.

"Oh, uh, sure thing. Let me get those for you." He hesitated for a moment, not sure if he should stay and try to spare Mr. Loudmouth for a horrific death. He decided against it, and quickly moved into the back to fill Behemoths order.

The Beasts glare of doom continued for a few seconds, before he did the most terrifying thing he could under those circumstances...he smiled. "Thanks for your patience, you'll be up in just a minute." At that, he turned back to the counter to await his order.

It didn't take long, The Cakes, as usual, were on their game this morning. The two of them emerged from the back room. Him with the muffins already bagged and ready, her carrying the tea to give her an excuse to come out and see for herself the returning pariah.

"Here you are that'll be nine bits."

Behemoth nodded, reaching back into his bags and retrieving the money, deciding not to call them out on the way they were staring at him.

"Like I said, I'll stop by later." He quickly paid and headed outside as the Cake's verbally tripped over each other saying goodbye. He stepped out into the bright mid morning sunlight, wincing at the brightness.

~Gah, damn you, evil sun, that was my favorite retina!!~

He stepped back under an awning near the front door to wait for Pinkie, having already acquired one of his glorious muffins. A moan of almost physical pleasure escaped him as he took the first bite.

~Mmm...together again at last my darlings, I missed you so...~

Ponies passing by did their best to ignore the massive creature lurking in front of Sugarcube Corner making strange noises and devouring baked goods. After several minutes, the door opened and the ever lively Pinkie bounced out into the sunlight.

"Pinkie, over here..."He waved to get her attention, brushing his face free of the crumbs that resulted from violent muffin carnage. He tucked the rest of them away into his bags as she came over.

"Hey, you ready to go?"

"Yup, lead the way."

She started off, crossing a small bridge and heading out of town, as full of life and energy as ever, greeting almost everypony they passed by name with a smile. This time of the morning, the town was just as lively as she was. Dozens of citizens were out, on the way to work or going home from it. Running errands, or just out enjoying what seemed sure to be a beautiful day.

~The more things change...the more they stay the same. This is all so familiar, even after so long.~

But...something was off. He stopped in his tracks. The bustle of a busy morning flowing around him like a stream around a boulder. A tingle ran through him, making the hair on the back of his neck stand on end. His head tilted to one side, and stood perfectly still for a span of seconds, before turning. His gaze locked onto a small, shaded passage between two of Ponyville's signature top heavy homes...and the figure standing concealed in those shadows.

Sickly yellow eyes, filled with fury and malice were met by a single, shining golden opponent. A faint suggestion of a too thin body, and a coat the same vile color as those hate filled eyes. They stared at each other, the hundred yards of distance and the crowds passing between them diluting the very clear message not a bit. The world seemed to fade between them, Behemoths attention so focused that everything else was muted and drained of color. Everything except...him.

After a span of what seemed to be hours, but couldn't have stretched for more then a few seconds, the figure backed away, those yellow eyes disappearing around a corner, out of sight. Behemoth remained, staring into the now vacant stretch of space as everything seemingly came back to life around him. He felt a nudge against his side, looking down to see the ever joyful face of his pink guide.

"Everything ok Behemoth? You froze an got this really weird look on your face."

It took him a few seconds to respond. "Yeah, everything's fine. Just realized there's something else I'm going to have to take care of." He smiled faintly down at her. "Lets keep going, we've got a long way to go."

4: The Doctor Is In.

They had arrived. A fairly large, secluded cottage just a few hundred feet short of the darkened boundary that marked the edge of the Everfree forest. Behemoth stopped for a moment on the small bridge a few yards down from the front door, and surveyed the home and its surroundings.

~So peaceful here...serene. Out of town, away from the bustle and noise...I could like it out here.~

He resumed, moving a little quicker to catch up with his vivacious little guide as she had already reached the door.

"This is the place, your sure?"

"Yup! If Dashie took her anywhere, she took your sis here. Fluttershy is great, probably got Derpy all fixed up by now."

He nodded as she knocked, putting on his best 'I'm friendly and NOT here to rape and pillage' smile.

"But remember, she's kinda easily startled so don't do anything scary...or make any sudden movements...or speak loudly, or..."

The door opened, and standing there, her green eyed gaze slowly trailing up the blue, winged mountain in front of her, luxuriously long pink hair bouncing slightly from the faint breeze, stood, in Behemoths opinion, the single most gorgeous female he'd ever laid eyes on. Well, the most gorgeous non Lunar Demi God Princess at any rate.

"Oh...my..."

Her voice was soft, breathy, a pleasure to hear. It took him a few seconds to get past her beauty and find his voice.

"Hi, I'm..."

A solidly constructed wooden door slammed shut in his face. He sighed heavily and continued.

"...getting really tired of that..."

Muted sounds of scuffling and two distinct voices could be heard through the thick door, too muffled to be clearly heard. The smile faded off his face as he looked down to the ever joyful Pinkie.

"Soooo...we wait, or...?"

He was cut off, once again, by the sound of multiple latches, bolts and chains being undone on the other side of the door. He turned back to face it as it slowly creaked open, an unfamiliar voice heard in mid sentence as it swung open.

"...honestly Fluttershy, whoever it was couldn't be that bad," she turned to face him, still talking over her shoulder. "I'm sure he's not...that...whoa..."

A purple mare, mane a darker hue with a stripe of pink and another of a darker purple stood staring up at him. Eyes just a little darker then her coat and as wide open as her mouth. The silence drug on for a few seconds before he spoke to the newcomer.

"Hi."

Pinkie bounced forward into the silence, slipping past her befuddled friend and into the cottage.

"Oh hiya Twi!! Didn't think you'd be out here, you're usually busy with magic-y, library-y stuff this time of the morning."

Twilights mouth worked soundlessly for a few seconds, obviously searching for a comment suitable to this unexpected monstrosity on Fluttershy's doorstep.

"Ummm...hello, is there something...?"

He noted her difficulty with a bit of amusement, but decided not to call attention to it.

"Yes, Pinkie here," he motioned past her to the bouncy pink figure that was now busily assaulting Fluttershy with a verbal deluge of greeting, "Seemed convinced that my little sister would've been brought here after she was attacked in town last night."

"Attacked?"

"Yes."

"Oh. Uh...wait, you mean Derpy?"

"Yes."

"She has a brother?"

"Indeed."

"And that's you?"

"Yup."

"And you're here to see her?"

"Mmmhmmm."

"Oh...ok. I suppose that makes more sense then what Fluttershy thought."

"Oh?"

"She, uh...thought that you were a soul eating demon of the Everfree come to destroy the town and eat all the children and small fluffy animals and carry her off into the darkness to do horrible and unspeakable things to her in your deep, dark, sinister lair far in the darkest depths of the forest."

He stared at her silently, his only motion the occasional blink. Smiling sheepishly, she scratched the back of her head and looked down.

"Yeah, I guess it kinda sounds a little silly when I actually say it like that..."

A thick eyebrow arched over a golden eye.

"Okay okay, a lot silly...if Pinkie brought you here, the probability of you being a demon isn't very high...right?"

"The idea does tend to strain credulity a wee bit."

"It certainly does...okay then, guess I should probably let you come in, huh?"

She turned back, heading inside. After a moment, he followed, ducking slightly to avoid smacking his head into the door frame.

"Thank you, ma'am."

He scanned the room quickly, looking for any sign of Derpy. He stopped when he came to the pale yellow form that was currently doing her best to cower behind Pinkie, refusing to look at her new guest save a furtive glance or two.

"I apologize if my...appearance, startled you miss, I have that effect from time to time."

After visibly psyching herself up, Fluttershy was finally able to gather herself and get a good look at her visitor.

"Oh...oh dear...w-what happened?"

The concern obvious in her voice, she came out from behind Pinkie and trotted right up to him, any sign of fear evidently forgotten. Those brilliant green eyes running over his battered frame, stopping each time they encountered one of the plethora of scars marring his body. They stopped often. She seemed particularly concerned with the stained and frayed bandages wrapping his chest and fore leg.

"There was some bludgeoning, a mob was involved, but I'm just fi-"

He stopped talking as she grabbed him and started dragging him towards a long couch. Her touch was gentle, but surprisingly strong, maneuvering his much larger frame without obvious effort.

"Oh you poor poor fellow, lay here, I'll be right back."

She forced him down, shooing a sleepy eyed white rabbit out of the way at the last minute from where he had been dozing happily. The tiny creature glared at the cobalt pegasus as he usurped his favorite napping spot, Behemoth looked back as Fluttershy left the room in a hurry.

~Black eyes...like a dolls eyes...creepy little bastard...~

The tiny creature made a gesture that, if it weren't a rabbit, could be construed as less then polite, then bounded off with one final glare at the stallion a good forty times his size.

~He's a ballsy little shit, I'll give him that.~

"Well big guy,"

Behemoth looked up as Pinkie started talking.

"Seems you're in good hooves here, so I gotta head back to work. Thanks for the fun last night...oh, an this morning too."

As Fluttershy came back in one door carrying a bag bulging with assorted medical supplies, Pinkie was bouncing out the other.

"Bye Twi, bye 'Shy, if you two get bored, try out Behemoth, hes oodles of fun!!"

The door closed, and with that, she was gone. Fluttershy was apparently too focused to notice Pinkies odd farewell, but a glance at Twilight told Behemoth she was just plain confused, a frown etched across her face.

"Hmmm, wonder what she could've meant by that..."

Behemoth watched Twilight as she spoke, a little surprised that she didn't pick up on Pinkies blatant innuendo.

~Hmm... she kinda cute. In a naive, booky kinda way...~

He looked back to the approaching pegasus, watching as she stopped in front of him, a look of fierce determination glowing in those green eyes.

~Her though...she's just so...lovely, so...feminine. Luna's amazing, a perfect ten, everything I could want, but this one...hmm...~

Without any word she set to work on him. With precise, skillful movements she cut the old bandages off him, her frown of concentration not wavering for a second as she caught sight of the mass of scar tissue covering the right side of his chest. He heard a gasp to his left and looked over at the purple unicorn, whose jaw was hanging open at the newly exposed physical devastation. She came over to get a better look as Fluttershy worked.

"Holy Celestia, what the heck happened to you?!"

"I've led an...interesting life, but that dosen't really matter, I just want to know about Derpy. Was she brought here, is she alri-"

Fluttershy cut him off mid sentence, her soft voice interjecting quietly, but offering no room for objection.

"Shes sleeping in the other room. She lost a lot of blood, but should be ok in a few days. Don't even think about going in there, though, she needs her rest."

She looked up and he saw a reservoir of quiet strength deep in those beautiful green eyes.

"Besides, you're hurt too, and no matter how tough you try to be, you need medical attention..."

She looked back down to the work she was doing, a bit of color filling her cheeks.

"I mean, umm, if you don't mind..."

~So timid, so...well...shy. But there's no mistaking that steel shes got in her. That strength she goes to such lengths to hide...what an interesting dichotomy.~

He nodded in response, lifting his neck to give her more room to work on him. The smell of fresh bandages and strong antiseptic filled his nostrils, as familiar as the pull of rent flesh being brought back together. The bite of a practiced needle closing fresh wounds into the tapestry of the old.

Unbidden, his mind wandered back down the road it had traveled earlier this morning. He vaguely heard the murmur of words he wasn't listening too, and noted the closer approach of Twilight and the smell of ozone that denoted magic being used. All this was ignored instinctually, his memories had taken hold...

He was back, kneeling on the cobbles of Canterlot. The blade and the monstrous strength behind it had gone clean through his ceremonial breast plate, annihilating half of the crescent moon emblazoned across it. Out of the corner of his remaining eye he could see the last survivor of his command, Sergeant Dusk Shield. He was backed against the outer wall of the Lunar Citadel, facing down a half dozen of the creatures, all that remained of the force of several hundred that had attacked. The plaza in front of the Lunar Citadel was littered with bodies. Several dozen in guard armor. Piled around them, chest high in places were several hundred of their attackers. Dusk was holding his ground, but that couldn't last forever.

The stink. The acrid, chemical stink of the creature standing over him filled the air. It burned his nose, clung to the back of his throat like an oil slick. Their whole abominable species stank, but the massive...thing, towering over Behemoth's broken form absolutely reeked.

Slowly, haltingly, his head rose to look at it. As large as Behemoth was, the creature was twice his height, easily four times his mass. It's body covered in thick plates of segmented, chitinous armor. Jet black, gleaming in the fire light as if wet. Multifaceted glowing green eyes looked back at him from where they were buried between plates of natural armor. It made a strange, buzzing, clicking sound, its multi part, insectile mouth clacking as it towered over him. It was laughing.

"You have fought well, Captain. Many of our brood have fallen to the blades of you and yours this day."

Its voice changed with every word, rising and falling in pitch and tempo. A freakish, unnatural amalgamation, not settling on one sound. Ages, genders, inflections and accents bleeding into each other, changing with every syllable.

"We will honor your ability and courage with a swift death."

Behemoth glared at the King, the bloody ruin where his right eye used to be doing nothing to diminish the fire of defiance in its golden counterpart, even as the light slowly faded from it.

The black beast raised the twin of the sword already buried in Behemoths chest high over head. It paused as the ornate oaken door behind Behemoth slammed open, brilliant blueish white light poured out, sweeping aside the ruddy orange of fire and smoke. As the huge blade began its downward arc, the chemical stink of the Changeling King was overridden by the unmistakable scent of...

Ozone. Much clearer and cleaner now. He inhaled deeply, the scents of animal feed, good earth and just the faintest touch of perfume mixing with the prevailing odor of recently discharged magic. His eye snapped open, the first thing he saw was the concerned face of Fluttershy hovering over his, a long lock of hair falling unnoticed, half obscuring her loveliness.

"A-are you ok, mister Behemoth sir? You...umm..."

He laid still for a moment, taking stock. He felt...good. He hadn't realized how bad the pain was until it was gone. Slowly he sat up, his vision swimming a little as he got vertical.

"Ummm, th-three of your ribs were broken, and one had...uh...injured a lung. Twilight helped me fix it though..."

He sat for a moment, a cobalt boulder immovable on Fluttershy's furniture. For a stretch of seconds, he stared into space, his exterior showing none of the effort he was internally putting into forcing those memories back. The memories of how he had failed. How he had died.

"I feel...much better. You're very good at what you do. Thank you, both of you."

He leaned forward, with one fore leg bandaged tightly, he improvised, flaring his wings out and forward. Sweeping them around both Fluttershy and Twilight, he pulled them in tightly, his neck between theirs, black primaries tickling along their flanks.

"I don't have words to thank you two for all you've done. Not just for myself, but for what you've done to help my sister."

After a moment he leaned back, leaving the two friends standing awkwardly in front of the couch. Twilight was nervously shifting from hoof to hoof, grinning in an endearingly silly fashion, while Fluttershy stood still as a statue, her wings standing straight up, tips almost brushing against the ceiling. Her entire body blushing so profusely that Behemoth worried for a moment she might pass out from blood loss.

~Heh, apparently they weren't expecting wing hugs from an injured monster...~

Partly to hide his amusement, he reached over into his bags that had been left next to the couch, presumably removed from him when his...episode, took place.

"Its not much, but..."

He emerged after a moment, placing two distended, plain cloth bags on the table. As they set down, the unmistakable jangle of coins could be heard.

"Umm...th-that's not..."

"Oh, we cant accept..."

The two mares verbally tripped over each other, both trying to politely decline, but Behemoth was having none of it.

"I know payment isn't the reason you helped her...helped us, but none the less, I insist."

He stood, stretching, head down and forward, wings up, legs splayed for balance. A series of cracks and pops issued from his until recently battered frame. He relished the sensation of magically knitted flesh straining and flexing, groaning in satisfaction as sensations that weren't dulled with pain swept through him.

~Damn, Twilight knows her stuff, haven't felt this...alive in quite a while...~

He looked down to Fluttershy, who was just now returning to her normal color.

"If its not any trouble, I would like to stop by once or twice a day to check in on Derpy..."

She blinked a few times, a confused look on her face for several seconds, almost as if he were speaking a foreign language.

"Oh, no no no no no, that wont work at all!!" She exclaimed.

~Huh, that was unexpected...she went from zero to assertive in pretty damn quick...~

"...Okay, may I ask why not?"

"Well, you cant come visit her twice a day, because you'll be staying here until I say you're fit to leave."

Twilight looked sharply at her friend, completely aghast at how un-Fluttershy-ly she had dropped that particular declaration. Behemoth, in true Behemoth fashion, stared blankly at the pegasus just over half his size.

"...With all due respect, ma'am, I'm retired, I don't take orders anymore. Besides..." He looked down at his freshly bandaged frame.

"It seems between you and miss Twilight, I'm already all fixed up."

Without a word, Fluttershy reached out, and ever so gently jabbed him in the ribs. A sharp bolt of pain shot through him, sudden and unexpected enough to drive a gasp out of him and force his whole body to cringe involuntarily.

"Yeah, about that..." Twilight chimed in with a grimace.

"I never really studied much healing magic, I fixed up the skin and muscles, tendons and ligaments pretty good, but bones...well...bones are kinda tricky...those will have to knit the old fashioned way."

After a few gasping breaths, he managed to recover enough to speak.

"Yeah, I see your point...alright, if you're adamant about me staying..."

"I am."

"Then I'm not really in any condition to argue."

~Hell, not like I had somewhere else to stay anyways...~

"I would like to head out, spend some time getting to know the town again, check in on old friends...if the doctor would allow."

He almost grinned at his own words, but the look on Fluttershy's face told him it might not go over too well.

"Well...I suppose that would be ok...but be sure to take it easy, and I expect you back before dark, mister Behemoth...ummm...sir."

At this point, Twilight had apparently heard enough, she hurried forward, half guiding, half dragging her soft spoken friend off to a private corner of the room.

"Excuse us for just a minute please, there's something we need to discuss."

The stressed, fake toothy grin plastered on her face was as obvious as her concern about Fluttershy's mental state. Behemoth shrugged and headed outside, ignoring the fervent whispering taking place. He shut the door behind him, cutting it off.

~Just when I thought things couldn't get any damn stranger...~

5: The Plot Thickens

It was, all things considered, turning out to be a beautiful day. Behemoth walked sedately down the bank of a stream that ran along the edge of Sweet Apple Acres' southern orchard. The trees had flowered just a few days ago, filling the air with the sweet scent of apple blossoms. A bright, cloudless sky arced above the thick canopy of leaves that were quietly swishing in a gentle breeze.

~The weather patrol out here still knows their stuff, that's for sure.~

He roamed with no real destination in mind, relishing the fact that for the first time in a long time, there was no where he needed to be. No issue that he needed to address, no emergency that for some reason or another only he could handle. No training, no politicians, no dignitaries... It felt good to just...be. For a little while at any rate.

As focused as he was on not focusing on anything, he almost didn't noticed the odd sounds coming from around the next bend. He stepped off the narrow stream-side path and into the undergrowth, silently slipping into the underbrush with impressive stealth given his size. A few seconds later and his imposing form had simply vanished into the foliage.

~Hmmm, sounds...female, age...late teens or early twenties...~

His trained mind quickly processing what he was hearing, breaking down the particular details quickly as he moved soundlessly towards the ruckus.

~Fighting something...? No, that's not the sound of combat...~

A small clearing right on the water opened up in front of him, and the sight of who was occupying it stopped him dead in his tracks. She was laid back, leaning against the wide trunk of a cottonwood tree facing the underbrush he was lurking within. Long blonde locks bound in a simple, functional ponytail jutting out from under a wide brimmed stetson above a cutely freckled face and green eyes firmly focused on the task at hoof. The particular task at this moment being furious masturbation.

~...huh...there's something you don't see every day...~

He watched as she continued, beads of sweat rolling down her firm, well toned body as she worked herself towards orgasm.

~Hmm...as much as I wouldn't mind watching this play out, hiding in the bushes like this would be just a bit too creeper-y, lets see if...~

He stepped back, trying to slip away just as quietly as he had approached. He had only gone a few feet before he mis-stepped, a conveniently placed dead branch snapping with a loud crack under his weight.

~Dammit... maybe she didn't-~

"What the-?! Who's there, come on out ya gol darned pervert!!"

A very annoyed, and more then slightly out of breath drawl rang out as she looked into the trees straight at where he was trying to skulk away.

~Well, shit.~

After a moments hesitation, he stepped out into the clearing. His mind running a mile a minute, trying to think of a way to explain his presence that didn't make him sound like several levels of creepy bastard.

"Listen, I wasn't...I was just...its not what..."

She cut off his rambling attempts at explanation, her obvious anger fading just the tiniest bit, replaced by an equally meager bit of curiosity.

"I ain't seen you around before, you new in town? Think I'd remember a stallion lookin' like he went ten rounds with a blender an lost."

"Uh...well I...yeah, kind of..."

"Hmm, a new fella in town...an a big 'un at that..."

She came a little closer to him. As she did, he saw that she was still flushed, her breathing a little labored.

"Well buddy, I don't know what its like where you're from, but 'round here we don't hide in bushes an watch folks diddle themselves."

"...Of course not, ma'am, it's not like that, you see, I was walking along the stream, and when I heard you I thought that-"

She cut him off again. It was becoming increasingly apparent that she wasn't really interested in his rambling explanations.

"Its rude ya see. Lucky fer you, I know just the way you can make it up to me, interuptin' me like that..."

~I have a sneaking suspicion I know where shes going with this...~

"Its only fair, since you kept me from getting off on ma own, that you step in an finish the job."

~Yup, called that one. What the bearded fuck is going on here, first that more then moderately bat shit crazy pastry chef with no gag reflex or respect for the laws of physics, now this random wench basically throws her jolly bits at a complete stranger, and...~

His train of thought derailed as what was happening in front of him managed to burn past his half hearted objections. She had bent down. Strong, perfectly toned legs stretching all the way up to an amazingly sculpted ass, firm and taut from years of hard work. She looked over her shoulder at him, a confident smirk on her face as she reached back, pulling those full cheeks apart. She was soaked, gaping in anticipation, and he swore that her tight little plot hole actually winked at him.

~Oh holy hell...my objections, they suddenly went away...~

"C'mon now ya big ol' pervert. This ass ain't gonna fuck itself...one thing though fella, when you pop, you do it in ma mouth. You get so much as a drop anywhere else, I'll tear yer balls off an make em into hoof warmers."

If her comment registered, he showed no sign. He stepped forward, hard since he had first seen her, thick cock sliding up her inner thigh, coating itself in her wetness as he towered over her.

"Quit screwin around an get ta fuckin already, I gotta be up in the north orchard in less then an hour, an I expect at least two good ol fashioned screamin orgasms before then!"

That was all the encouragement he needed. Without hesitation he reared back, his shaft rubbed along her trim stomach and farther back, trailing between the lips of her cleft. As his broad head pressed between her full nether lips, he felt a slight shiver run through the body beneath him.

~This makes no damn sense and I couldn't possibly care less...~

With a quick roll of his hips, he pushed forward. For a second it seemed he wouldn't make it in, his rock solid erection actually bending slightly, the force behind it pushing her forward a step before it slipped between those puffy, waiting lips.

They moaned together, her at the delightful feeling as he filled her, him at the way she drew him in, enveloping him in a sopping wet, velvety vice.

A low, animalistic sound escaped the beasts clenched teeth. Part growl, part groan, he wasted no time, pistoning into her without restraint.

"Ooooh yeah fella, hard an fast an don't you dare hold back!!"

She staggered, each rapid fire thrust slapping against her firm ass with enough force to drive her forward. After a few awkward steps, she found herself braced against the tree where she had been leaning back just a few moments ago.

The rough bark scratched and cut as she was savagely, repeatedly thrust against it. The faint stinging pain in her neck and chest just enough to enhance the pleasure of the beastly fucking being unleashed by the monstrous stranger and the amazing molten heat of his cock.

"More, harder, faster, don't you dare let up you magnificent bastard, fuck me like yer gettin paid!!"

Applejack could feel heat radiating off of the bulky frame above her like a miniature blue sun. She felt the sweat dripping off him onto her back as he let loose, exerting his full, raw power into her willing body with thrust after bruisingly strong thrust.

This was just the way she liked it. Fast, savage, animalistic. No sissy ass romanticism or cutesy nonsense, just good old hardcore rutting for the sake of rutting. Hell, she didn't even know this guys name...and got off even more from knowing that.

She howled as she came, a long, ululating rebel yell that echoed back from the trees, filling the small clearing with the sound of her release and startling every avian in the vicinity into panicked flight. Her legs quaked, her back arced, and Behemoth grinned as he felt her stetson crush against his neck as she threw her head back.

He smirked as she arced up against him, her whole body from tail to the back of her head pressed up against him, he could feel her heart pounding in time with the convulsions of her sex.

~Heh heh, yup, I've still got it.~

He chuckled as he stepped back a bit, just enough to pull his still hard cock out of her, it swung up as it slipped free, smacking up along his belly with a wet thud.

"Ya know, for all the game you were talking, I was expecting this to be more of a challenge..."

Her head spun around quickly to face his one eyed smirk, the look of satisfaction faded quickly, replaced with one part annoyance, one part determination. Those brilliant green eyes narrowed as she replied.

"Oh I ain't done with you yet stranger..."

She swung her rear legs around quickly, sweeping his legs out from under him in an impressive display of agility, speed, And raw strength. Unceremoniously dumping the gigantic pegasus into the grass. She continued the spin, and in one fluid motion landed on her playthings stomach, the hot length of him riding up her back, its thick base trapped between her firm cheeks.

"I said at least two, we're just gettin started."

Looking up at her, eye brows raised, it took him a moment to respond.

"Well that was impressive..."

She rose up over him, until the head of his wide erection was pressing up against her tight asshole.

"Damn straight, but you ain't seen...uunngghhh...nothin yet..."

"Oh hell no, there's no way I'm gonna fit, you're gonna break someth-"

As was quickly becoming the norm, his objections fell on deaf ears as slowly, steadily, she lowered herself down. Inch after inch of him disappearing into her toned, trim rear.

"OhshitohfuckohLunaohargublargublaaaa........"

The ability to create coherent speech left him as she steadily engulfed him, biting her lower lip with a faint frown, she was breathing hard, almost gasping when their hips finally met.

"Mmmmfff...yeah, alright partner, this'll do...try to hold out for a while eh?"

Without waiting for a response that he wasn't capable of giving anyway, she got to work. Her powerfully muscled legs rippling as she rose and fell along his girth.

Behemoth was in heaven. The tightness, the speed, the skill of the mare on top of him blew his mind. In every other aspect he would set the pace, here though, here he was perfectly fine with letting his new "acquaintance" take point.

He laid back and relaxed, closing his eyes and letting her do all the work. His passivity didn't go unnoticed however, and Applejack spoke up with an annoyed grunt.

"Havin a nice nap ya massive jackass?"

To accentuate her words she slammed her rear down onto him hard, bouncing his heavy balls off the grass with the force of her impact. His eyes snapped open and, looking up at the angry smirk on her face, he opened his mouth to speak but she cut him off before he got a word out.

"Lets see if you can snooze when I bring out ma 'A' game..."

As it turned out, he couldn't. She squeezed. Clenching around his thick base tight as a fist. This was enough to goad a drawn out groan from the blue beast, but was nothing compared to what she had planned next.

Showing a degree of muscle control that, frankly, where he not experiencing it directly he would rate somewhere between physically impossible and fucking witchcraft, she clenched just around his base, then slowly moved the tightness up his shaft with a steady rolling motion. All this without lifting so much as an inch off of him.

"Ohhhh holy hell...that's new..."

"Yeah...mmmff...figgered that'd wake up yer busted up ass."

Now that she had his undivided attention, she got back to it. She slipped into a quick rhythm, powerful, well toned legs flexing as they smoothly powered her along his length, her miraculous internal gymnastics not pausing for a second. With each rise and fall of her gorgeous ass, every squeeze and pull as she milked him, he came closer to release. She could feel his shaft pulsing, swelling as he came close.

"You gettin close huh? C'mon fella, let loose, gimmie all that hot gooey goodness, I wanna find out what a tore up ol' pervert tastes like."

He groaned loudly as she slapped her rump down onto him one last time before drawing up, the tightness of her ass leaving his cock head a dark purple as it emerged from her darkness and into the bright light of early afternoon. She slid down quickly, kneeling between his haunches, firmly grasping his shaft, smacking his trembling head against her waiting tongue.

"Ohhh fuuu...gghhrrlll..."

Those bright green eyes bore into his one gold, the intensity in them pushing him over the edge as his first stinging squirt splashed along her tongue and up into her eager throat. After the second strong lips closed around his broad glans, her skillful tongue dancing circles around it, flicking into the hole between each shot, lapping up every drop as the last trickled out of him.

"MmmmmmmmmmWahh!!"

She released him and stood, licking her lips with a satisfied grin.

"Not bad stranger, not too bad at all."

She started off toward the stream, glancing back at him as she came to the crystal clear water.

"I was expecting a bit more as far as quantity goes, but that'll do. Maybe I'll see ya around sometime."

She nodded with a tip of her stetson, then cleared the slow moving brook with a single, effortless leap. He hadn't a chance to speak before she slipped into the trees heading uphill and disappeared. And just like that, he was once again alone.

"Damn...that was...hell, I don't even know what that was..."

He stood slowly, brushing himself off and stretching wings that were protesting about being laid on. Preoccupied, he didn't notice the trickle of inky blackness working its way down stream, diluting, fading into the cool water as it stretched off towards town from it's headwaters somewhere deep in the Everfree.

After a moment, he walked off back towards town. Cutting through the trees, low hanging leaves brushed along his flanks, whisking away the sweat of his recent exertion as he pushed his way through. It wasn't long at all before he was standing on top of a gently sloping hill, knee deep in wild grass, the entirety of Ponyville spread out below him.

This had been his subconscious goal before he was...distracted. Since he was just a colt this had been his favorite place. Quiet and peaceful. Solitary and serene. He could, and many times had, sat up here for hours and watched the world unfold around him.

"The more things change, the more they stay the same..."

His voice was almost a whisper. He'd been back for closing in on a full day. But here, now, he finally felt as though he'd come back. Even the slowly waning light as a team of pegasi constructed a storm front over head added to the simple beauty that radiated from every aspect of this day.

Faintly carried on the wind, he heard the laughter and happy shrieks of a group of fillies. He watched the bustle, the vibrant pulse of the town laid out before him. The silent hum of growth, strength...and peace.

In a fleeting moment, he thought that now, all these years later, maybe, just maybe, this time around he'd find peace. He wouldn't, not yet. He didn't know that now, however, and for that one fleeting moment, it was a nice delusion.

He stood there motionless, for what could've been minutes or hours, before noticing the rhythmic swish-swash of a large form passing through the tall grass, coming up to him from behind. He turned to face the new arrival, expecting almost anything. Almost.

"Holy he...Mac, is that you?!"

A huge grin leaped across his face as he stepped forward to meet the burly crimson stallion.

"Damn brother, is it good to see-"

Behemoths joyful greeting was cut off by the impact of a massive hoof, square into the side of his head.

6: Family Reunion

The unexpected hit spun him full around with its force. It would've dropped him clean out if black tipped cobalt wings hadn't flared out instinctually, slowing him just enough to get his legs back under him.

~KILL HIM SINK YOUR TEETH INTO HIS THROAT TASTE HIS BLOOD REND HIS FLESH-~

Behemoths narrow, one eye perspective flashed to red, boiling fury threatening to over take him in response to the sudden, savage blow.

~KILLHIMKILLHIMKILLHIM!!!~

He took a deep breath, forcing his demon back into its cage. He didn't turn until he was certain he was in control enough to not launch himself at Mac's jugular. He spoke softly as he turned.

"I...suppose I deserved that, after everything..."

Looking into the face of his old friend he saw the fury he felt reflected back at him...and deep down, buried under the righteous anger, something that might've been sadness...or pain.

"Damn right you bastard, that was for leavin the way you did, an this is for coming back..."

Behemoth set his shoulders, squaring himself to take the beating he believed was deserved. He knew this was likely to happen one day, and it might as well be today. Massive, powerful legs engulfed Behemoth and pulled him roughly forward, wrapping around him tight enough to make sore bones creak, to pop his back half a dozen times. His body held tense, expecting a savage beating. It took him a few seconds to realize this wasn't an attack. Slowly, he returned the fierce embrace.

They stood there, two towering monoliths, one rust red, the other blue as dark as midnight. Unmoving they stood, their world spread beneath them. The silence between them saying more in that moment then any words could have.

After a moment, Mac stepped back, the anger having faded back into his normally placid facade. Most of it at any rate. Silently he looked Behemoth over, getting a better view of his old friends injuries now that he wasn't so preoccupied with smacking him upside the head.

"...Last few years've been eventful then, B?"

Behemoth responded with a wry grin, his jaw still hurting like a son of a bitch from the second massive thrashing in less then twenty four hours.

"Yeah, eventful, that'd be one way to describe it."

Mac considered this in silence for a few seconds then nodded, speaking again as he turned, heading down towards the orderly row of apple trees to the east, beyond which the roof of the main barn of Sweet Apple Acres was visible.

"Alright then, fill me in as we head up, the family'll wanna see you."

With a shake of his head and a chuckle Behemoth caught up with his friend on the downward slope.

"That's it then, no demands for details, no questions, no more bludgeoning?"

"Nnnope, you'll get to it, but no sense in standin around doin nothin while you do. You'll help me finish plowing the north field. You can fill me in while we work."

Three hours, one plowed field and a long winded monologue later, they came out of the tree line and into the yard. Behemoth was breathing heavily, almost gasping, drenched in sweat. A steady breeze from the storm that had been built throughout the afternoon a welcome relief. Mac, in usual Mac fashion, was unfazed.

"...and then you found me on the hill."

Mac nodded slowly as Behemoth finished his tale, having not said a word the entire time. He had just been listening, absorbing the glossed over details of a decade worth of busy life. Once it was certain Behemoth was done, Mac turned to him with a faint smirk.

"Lookin a little rough there fella. Seems you got soft while ya were away. Whats the matter, didn't have to work this hard bein a big fancy royal guard?"

"Heh heh, fuck you Mac, lets see how energetic you are after getting bludgeoned and tackled through a friggin fence by a damn thirty strong mob."

They shared a chuckle at the good natured ribbing, then continued on up the hill.

"Well, guess that explains the scars, bandages...and the wing an eye...but there is one thing you didn't cover..."

He stopped short, turning to face the slightly taller, slightly lighter pegasus in his wake. His face set and calm, his voice a slow, low, level rumble betraying no emotion.

"One thing I've wondered about all these years, an I finally want you to answer for me."

After a seconds hesitation, Behemoth nodded.

"Sure Mac, anything you want to know."

"How is it, no matter what we're doin, no matter where we are or how long you've been away, how is it, you always, without fail...manage to smell like blood, sex, and steel?"

After a few seconds of staring blankly, Behemoth laughed, his deep voice booming across the peaceful farm, echoing back from the orchards. He shook his head at the sheer randomness of the question and its dead pan delivery.

"Thats...heh...that's actually a pretty good question, I hadn't really noticed myself. The way you describe it though, sounds like the way a badass would smell."

"Hmmm, not so sure badass is the particular adjective I'd-"

Mac was cut off by the sound of the front door opening and a familiar voice, to both of them, crying out.

"Hey, whats all the noise out here, Mac, you forget abo-"

Applejack stopped mid sentence as she caught sight of the "stranger" standing with her brother. Behemoth looked back, equally surprised by her emergence. They stared at each other in silence, neither expecting to see the other quite so soon...or quite like this.

Noticing their difficulties, Mac stepped in, his quiet drawl filling the silence.

"AJ, you remember Behemoth from all those years ago, B, 'course you remember my lil sis Applejack..."

Behemoths face, set as an impassive mask, displayed none of the shock and dismay running rampant through his mind.

"Of course..."

~That's...little Jackie? Great, just great...first day back an I spend the morning balls deep in my best friends little sister...Mac's gonna murder the shit outta me...~

A similar, but accented line of thought was running through AJ's mind. she covered her shock under a fierce frown and stalked forward toward the blue leviathan that had left her walking bow legged all morning after their "encounter" by the stream.

"Yeah...I remember him...from back then, not from anytime recently, o course..."

She stopped right in front of him, smiled...and smashed a hoof into the side of his head, the impact a perfect mirror to the blow he had received from Mac just a little earlier. The hit enough to jerk his head to one side so he found himself facing Mac.

~Sigh...at least now I'll having matching bruises... seriously, whats with folks hitting me in the facial region today, this is getting kinda old...~

"Thats fer leavin ya big ol bastard, you have any idea what you put Mac through, just disappearin like that?!"

Behemoth watched as his friend made a truly Mac-ulean effort not to start laughing at the abuse. Mac spoke, voice wavering just a bit from restrained laughter.

"Well, best head inside then, m'sure granny'd like to see ya."

The massive crimson stallion moved to the door and headed inside, Behemoth and AJ falling into step behind him. As Behemoth stepped into the living room, a wave of nostalgia hit him as hard as Mac had. The room hadn't changed a bit since he last stood here. Warm, orange light filled the room from the large windows. Same worn, often patched couch and chairs, same faded wallpaper littered with family photos. One or two even showing a long legged little blue pegasus squeezed in with the smiling family, always next to a equally youthful red colt.

In his minds eye he watched two scrawny little colts tear around the room in that crazy, random way that only the young could pull off, so full of energy, so full of life. All the times they had fallen asleep in front of that fire place after a day of adventuring. The way that worn old chair still sat crooked, one leg shorter then the rest as a result of one of his first flight attempts off the back of the couch. All the times they'd lain awake, long after they were supposed to be asleep, whispering back and forth about all the amazing things they were going to do. All the exciting places they'd go and things they'd see together...once they were just a little bit bigger...

~Things...didn't quite work out the way we imagined, did they brother...~

"Granny, c'mon out here, see who showed up outta the blue!"

Behemoths reverie was cut short as Mac called out, and by the unmistakable tak-clump, tak-clump of a walker on a hardwood floor. Granny Smith grumbling away as she came out of the kitchen.

"Who the...whats all the hollerin an fussin about out here...wait justa gol darned minute..."

Squinting and pushing her glasses a little higher on her nose, she came right up to Behemoth.

"Hmmm, almost looks like..."

Shock snapped across her face as she finally recognized the little colt who she used to sneak treats to when no one was looking...only he wasn't so little anymore. He smiled and reached out to her.

"Hey there granny, its sure good to see you, how're-"

"DEMON, GHOST DEMON!!!!AHHHHHH!!! THE SPIRITS OF THE DAMNED'VE COME BACK JUS LIKE I ALWAYS SAID THEY WOULD!!!!"

Behemoth recoiled a step at her sudden outburst.

"No no, not a demon just-"

He was silenced by by the impact of a metal frame walker into the side of his repeatedly abused head.

"OW!! Hang on granny, I'm not a-"

"KILL IT, KILL THE DEMON GHOST AFORE IT KILLS ERYBODY!!"

A second, third and forth blow smacked into him, surprising strength behind them actually staggering him a bit. After one last, powerful overhead strike, the assault ended. Behemoth turned back to face her, noticing she was breathing hard, out of breath, and the walker was no where to be seen.

He opened his mouth to speak, but was interrupted by the sound of something large hitting the floor behind him. He turned, and Mac, usually as stoic and restrained as they came, was lying on his back, laughing so hard he was turning a even darker than normal shade of red, edging towards purple. AJ had pulled off her stetson and was using it to cover her mouth, her own amusement just as obvious from the tears in her eyes as she was trying to restrain her own laughter.

"Oh come on you two, watching me get beat isn't that..."

He stopped as realization dawned on him, eyes drooping to half closed with a resigned sigh.

"There's a walker stuck on my head, isn't there?"

This was too much for AJ, peals of laughter spilling out from around her well worn hat as she keeled over, landing on her brother, driving him into even deeper fits of hysteria.

"Oh for the love of..."

He turned away from them, looking into the small mirror hanging over the fireplace. Sure enough, Grannys walker was jammed down over his head, bent slightly from the force of the blows, and looking vaguely like a set of mishapen metal antlers. Glancing over at granny he saw that once her initial shock had faded, even she had succumbed to the humor in this ridiculous situation. Leaning against the wall between living room and kitchen, she was chuckling heartily along with her floor-bound kin.

"Heh...so-sorry fella, you just startled me is all..."

"No, its alright...so, any other family members who'd like to assault me while we're-"

Interrupted by the familiar loud creak that meant someone was at the top of the stairs, he looked over to see three little heads peeking down from the second floor. The one in the middle, head crowned by an illogically massive red bow, was the first to speak.

"Granny is everthin awright, we heard yellin an..."

The cute little filly and Behemoth stared at each other in silence for a second, then that silence went away.

"Aaaahh!!! Monsters' attackin granny!!!Cutie Mark Crusader Monster Mashers, GO!!!"

As one, the three fillies charged down the stairs and towards the stranger.

"Cutie Mark who now?"

Behemoth watched, more then mildly confused as the girls came at him.

"Attack pattern delta, execute!!" The little orange one shouted. In response, the white one crossed to his left, the one with the bow to his right, and the orange one came head on at him.

"Attack pattern wha...the hell is going o-GAH!!"

Confusion turned to alarm as Scootaloo launched herself into the air, landing on his snout with rear hooves, her front braced against the walker framing his head. She leaned forward, their foreheads almost touching.

"We got you now, you walker stealing monster!!"

"I repeat, what the hell is go-AAAGGGHHH!!!!"

Behemoth was cut off, again, as Sweetie Belle and Applebloom threw their bodies into his foreleg knee pits before bounding away. His attention too focused on Scootaloo to notice what the others were doing. The impacts taking his legs out from under him and spilling him to the floor. Scoot hung on, literally surfing Behemoths face until he landed hard on his back.

He lay there in silence, not moving or speaking as he felt the other two criss cross the barrel of his chest with a rope they had apparently stashed nearby for just such an occasion. Eye focused on Scootaloo, he finally spoke.

"Mac...there's a tiny orange creature standing on my face..."

"Hey!! I'm not that tiny, GRRRR!!"

She didn't growl. She quite literally said grrrr.

"...Mac, the not-that-tiny orange creature just grrr-ed at me, how do you suggest I respond to this particular event?"

Mac, as it turned out, wasn't in any condition to reply. Nor was AJ as they were both laughing so hard at this latest development that they were a rather startling shade of purple, and had begun twitching in a moderately disturbing fashion. Apparently satisfied that he was secured, Sweetie Belle and Applebloom climbed up onto Behemoths chest, adding their negligible weight to assist in his restraint. Scootaloo turned to the others, a huge toothy grin splitting her face.

"Nice job girls, we did it, just like the book said! Cutie Mark Crusaders, yeah!"

"Wooohooo!!"

A celebratory chorus rang out as the three little fillies relished their victory with a triple high-hoof. Seeing how excited they were, Behemoths annoyance faded away and he smiled in spite of himself.

~Geez, I cant be mad at them, they're too damned adorable...~

He laid there, content to let them bask in their glory. They had just defeated a 'terrible monster' after all.

Still chuckling and supporting herself with the wall, it was granny who was the first to recover enough to speak.

"Hehee...its okay girls, hes not a monster, hes just really ugly...and a bit of a bastard."

As she spoke, everyone's eyes turned to her, except for the siblings who still hadn't quite recovered.

"Gee, thanks granny, I missed you too."

"W-wait, he's not a...oh..."

At this revelation, the triumphant and proud Crusaders deflated visibly, not as pumped over assaulting a family friend as they were when he was a big scary monster. The three of them slid off his chest, staring intently at the ground, shuffling their hooves dejectedly. It was Sweetie Belle who was the first to muster a response.

"We-we're sorry mister, its just...we saw you, an you're kind of scary, and the walker, an Applejack and mister Mac were on the ground and..."

As she finally managed eye contact, she saw that he was smiling warmly, not angry at all. Now he didn't seem quite so monster-ish.

"Its ok little ones, no harm done."

He flexed his back and chest, and without visible strain, the ropes crossing over him popped with a quick series of dry snaps. He rolled over onto his stomach, but didn't stand immediately.

"Im actually impressed to be honest, that was very brave...and very well organized, where'd you learn to work together like that?"

As the orange one responded, the adorably squeaky voiced white one pulled a thin, worn, and heavily dog eared book from...somewhere.

"Well, we found this book at the library, an it sounded kinda cool...once we used a dictionary to figure out what the title meant anyways. Its called...ummm..."

She glanced back at Sweetie, who was holding the book over head like some mighty ancient relic, and who quoted the title verbatim from memory, in a voice of somber reverence...somewhat diluted by the occasional high pitched squeak.

"Small Unit Maneuvers and Applicable Tactics: A Compendium and Reference Guide for Small Scale, High Intensity Conflicts, written by Sergeant Dusk Shield, RLG."

Scootaloo stared at her for a second in awe before responding.

"Uhh, yeah, that one..."

"What the...where those even words?"

Finally recovered enough to speak, AJ got into the conversation.

"Its basically a book listing tactics and the ways they can be used by small groups to even the odds in fights against bigger forces, how, where and when they should fight, that kinda thing."

Silence reigned as everyone in the room turned to look at Mac after his unexpected explanation. He grinned sheepishly at the sudden attention.

"Umm...I mean...eyyyyuuppp..."

Grinning at his friends discomfort, Behemoth turned back to the little fillies, looking to Sweetie in particular.

"So, you have that entire book memorized?"

"Uh huh, every word!!...umm...except chapter six, I'm still working on that one..." she frowned just a little, pulling the book back down, holding it against her chest.

"Ahhh, chapter six," Behemoth nodded in acknowledgement, "Correct usage of Preexisting Artificial and Natural Terrain Features in the Deployment of Mechanical Force Multipliers, yeah, ol Dusk got a little dry and technical in that chapter..."

A huge grin spread across Sweeties face and Applebloom bounced forward, looking equally excited.

"You've read it too, mister?!"

"Heh, yeah, you could say I've perused it a time or two...read the foreword for us, would you?"

"Oh!!Sure!!" Sweetie cleared her throat with an adorable little cough before she began reading, Applebloom and Scootaloo both moving to read over her shoulders.

"I have known Sergeant Dusk Shield for over a decade. In that time I advanced from a fresh faced recruit to the station I currently possess. The sergeant is an unparalleled guard, an honorable stallion and great friend with many years of distinguished service. The information he has collected here will be of great use to any and all groups seeking to level the playing field against a numerically superior foe. I have seen the following maneuvers in effect, and my continued existence is in no small part thanks to the Sergeant and the knowledge contained herein. Signed, Officer in Command, Captain Behemoth, Royal Lunar Guard."

The girls looked up from the book and at their guest simultaneously, "Wa-thats you-"

"YOU'RE Captain Behem-"

"Oh wow, no wonder you knew Chapter 6!!"

The Crusaders verbally stumbled over each other at this revelation, their voices overrode by Mac's after a few seconds.

"Officer in Command, CAPTAIN Behemoth...?, seems you left that little detail out of yer story, B."

7: The Coming Storm

The sky had darkened considerably and the wind had picked up since Behemoth and Big Mac had left Sweet Apple Acres. The storm the weather patrol had been building all afternoon was just about to the point of critical mass. The point where weather engineering would step aside and the storm would take its own course. Powerful gusts of wind and the occasional fat drop of cold rain just beginning to make their presence felt.

"I appreciate you taking the time to show me where Derpy lives now, Mac. You could've just told me and left it at that."

"Heh, naw, I don't mind, 'sides, I barely make it into town these days, as busy as things are at the farm, it'll be nice to take a break."

As the other townsfolk hurried about their business, wrapping up shopping and errands, the various carts and brightly colored stalls tending to their last customers and quickly shuttering up and moving off to seek shelter from the brewing storm, Mac and Behemoth continued. They were in no rush, the swiftly souring weather barely noticed as they casually strolled along.

"Huh...still gets me how things look so...familiar, sometimes it seems I only left yesterday."

Mac chuckled at this. "Heh, its the little things, for example, lookin around, whaddaya see?"

Turning his attention back to their surroundings, Behemoth did a quick scan as they moved on.

"I see quite a bit Mac, for example the dozen plus folks watching our every move, you'll need to be a little more specific."

"Specific, awright then, lets talk ratios. How many a those dozen er so are female?"

Behemoth frowned slightly, annoyed that he hadn't noticed, but know that Mac mentioned it...

"Ratios...five to one...five mares for each stallion, when the hell did that happen?"

"That," Mac replied with a faint smirk, "Is a very good question. Didn't happen all at once, just seems that every year, there are a few less fellas around town."

"How very odd..."

His instincts were murmuring that this was more then just odd, but he chose to ignore the sense of faint unease this revelation was causing for now. His eye continued to wander on autopilot as his mind mulled the issue over. It never stopped, constantly drinking in every varied detail just in case any of it proved useful later. Or, as it did in this case, proved useful right now. His eye caught something, drawing his focus to a razor point. He looked away three seconds later.

"That's her place, isn't it, end of the road, house on the left, large front window facing us, right?"

"Uhh, yeah," Mac relied, a little surprise evident in his voice, "how'd you-"

"Keep walking, turn right, don't slow down, don't even look in that direction."

The sudden lack of any emotion or inflection in Behemoths almost whisper quiet voice startled Mac, quickening his pulse with a sudden jolt, even though he had no idea why.

"Wait, what're you talkin abo-"

"Please, Mac, I'll explain, but for now, just do exactly what I say...turn right. Now."

He looked at his cobalt companion, and for the first time in...hell, years, Mac felt something that just maybe, possibly might have been a twinge of fear. There was something different in his friend, something off, something...wrong. For a split second, Mac could've swore the figure next to him wasn't Behemoth at all but somepony...someTHING else. He did exactly as was asked, turning right, not slowing even a step, and he dared not even glance over his shoulder at the home they were passing.

"Okay...there, a left into that alley, between the third and fourth homes, don't break stride."

Behemoths voice was barely a whisper, but somehow clear and crisp even over the increasing wind. Mac turned as instructed, stepping off the main street, Behemoth two steps behind him. As soon as they were out of sight, Mac whirled around to face his friend.

"Okay, just what the hell was all that about?!"

The look on Behemoths face was...blank. No emotion what so ever crossing his face. Whatever was going on, whatever was about to happen, Behemoth looked...calm. Ready, willing, and maybe even, deep down, enthusiastic. He was, at least part of him, looking forward to this.

"Should've known...no way a group that size would give up that easily...no, they're organized...they planned this..."

"Dammit B, what the hell is goin on?"

With a nod to himself, Behemoth turned to his crimson friend.

"The mob I told you about, the one I interrupted attacking Derpy? At least three of them are there right now, waiting for her to come home."

"Wait, how could you know-"

"Second story window shattered, scorch marks on the frame and melted glass means it was done with magic. There's no ledge outside the window, so that means it was blasted open for a pegasus. Front door, hit so hard both lower hinges came clean out of the jamb, solid wood door hit hard enough to crack it to the core. Saw the one who did that. Stallion, big, big as you. Thinking he was sneaky watching from the corner of the main ground level window...thought he was hidden, he was wrong..."

"...You saw all that in five seconds?"

"Three."

"What?"

"I saw all that in three seconds."

"Well, shouldn't we get some help, I dunno, from the guard, ain't this their kinda thing...?"

"No, by the time they could get here, those bastards would be long gone...no, I need answers, I need to know why they're coming for her so hard...and one of them is going to tell me."

Behemoth sighed after his response, shaking his head.

"Listen, Mac, you're not a fighter, I'm not going to ask you to-"

"Damn straight I ain't a fighter, I'm a damn farmer. Haven't raised a hoof in anger since we were younguns..."

Mac closed his eyes, slowly shaking his broad head, looking...weary, for lack of a better word.

"But shut up about that, I just got you back, no way in hell I'm lettin you go in there alone...just...just tell me what you need me to do."

Five minutes later, they came out of the alley. Mac was leading as they moved back up the street. The wind was howling now, driving rain sideways down the wide boulevard, rattling the panes in the windows they passed, roaring up under the overhanging eaves. They were in no obvious rush, moving at the same rolling gait that had been since leaving the farm. Mac hesitated at the door, glancing over his shoulder and whispering to the figure a few steps behind him.

"You sure about this?"

Behemoth nodded once, silently.

Mac turned to the door and took a deep breath, steeling himself. With no fanfare he threw his shoulder against the already compromised door, the impact of his powerful frame smashing it off its last over burdened hinge.

The door hadn't hit the ground before Mac was moving, he stepped in and immediately turned, lowering his head and charging straight at the huge grey stallion that was already coming at him. They hit with a huge, meaty thud, and proceeded to attempt smashing each other into the ground. The floor creaking under their weight as they laid into one another, trading a series of brutally powerful blows, blows that could've crushed the bones of any smaller opponent with a single strike.

Behemoth stepped into the doorway his friend had just left, eye already fixed on the pegasus that had leapt into flight as soon as the door slammed open. Airborne, she came down from where she had been lying in wait at the top of the stairs, looking down on the front door.

"Flying was a bad move darlin..."

He used her momentum against her, a black tipped wing shot out, adjusting her trajectory just a few degrees...and ending her ill fated attack by sending her head first into the door frame with an audible crack.

"...No room to maneuver in here."

He glanced over to see how Mac was fairing, but movement in the adjoining kitchen caught his eye. A hefty unicorn stepped into view, his horn already glowing with magical energy, eyes filled with murderous rage, fixed on Behemoth.

"Aw fuck..."

Behemoth was already moving as the first blast of coalesced energy shot across the room, missing him by a hairs breadth, burning a hole in the wall with a brief flame and a puff of smoke. He swept up the ragdoll form of the pegasus at his feet, spinning her around, pulling her up into the path, shielding himself with her body. Three darts of magical energy shot into her back, between limp wings. She cried out from the first, went rigid from the second...after the third, she was dead weight.

Taking this opportunity, Behemoth charged, his impromptu shield taking another two hits before Behemoth used it to drive the caster into the kitchen wall, the unicorns head connecting hard enough to shatter the decorative tile, and drop him in a heap.

"Well...that works..." Behemoth observed his handy work with grim satisfaction.

"YOU!!"

Behemoths head snapped to his right, his one good eye locking onto who had just spoken. He was sickly thin, coat a dusty, dirty pale yellow. Narrow set, rat like eyes, an unnatural shade of green, wide in alarm beneath the snapped off nub of a horn.

"YOU!!"

Rat face didn't respond, instead, the truncated stump of a horn began to ooze and drip with magic, fat drops of multicolored essence hitting the floor boards and sizzling, eating into them with raw, unchecked power. Rat faces disturbing eyes vanished, replaced with glowing orbs literally flaming as he drew on an obscene amount of power, without a horn to direct it, or any care for controlling it.

"MAC, GET DOWN!!!!"

Behemoth threw himself back out into the living room, propelling himself out of the way with a frantic beat of powerful wings. He tumbled in the air, flight barely controlled, and slammed full force into Mac, momentum carrying the two of them through the large picture window and out into the storm amidst a rain of shattering glass.

The room suddenly grew brighter, and the large grey stallion, bruised and battered by Mac and suddenly finding himself alone, turned towards the glow, dazed and confused. A roar of uncontrolled magical flame seared into the living room,tumbling and boiling around itself, charring the floor, paint melting and peeling off the walls from its faintest caress.

The grey attacker didn't even have time to scream as it engulfed him. His massive, powerful form reduced to a dessicated, withered and charred husk in less then a second.

Half covering his friend, wings splayed over him protectively, Behemoth watched the blast surge out into the night, dissipating scant inches above their prostrate forms as they lay amid the mud and glass, close enough to singe them. There was no heat, just the overwhelming stink of ozone. The magical detonation was powerful enough to create a storm-free bubble, vaporizing the falling rain and countering the wind. For several seconds, the two friends lay there stunned, in an artificial bubble of quiet, before the storm reasserted itself.

They stood shakily, both covered in new lacerations and bruises from the fight and flight, Behemoths still not healed previous injuries screaming from the new abuse. They limped back inside.

Behemoth took stock, noting with clinical detachment the wide charred path through the main room, the crushed and destroyed furniture, the three charred and blackened corpses fused to the floor. Cautiously, he peeked around the corner into the kitchen. It was empty, the door leading out into the back yard slamming in the wind.

He stepped out behind the house, strong wind and pouring rain lashing at him as soon as he did. There was no sign of rat face. The storm having destroyed any trail he might have left in his escape.

Something caught his attention. A scrap of fabric, just big enough to be tied around a neck, pinned to the fence by the wind. Pulling it from between the slats, Behemoth examined it. Roughly made of cheap, low quality cloth, it was black, with a crudely stitched, but still identifiable bright green celestial sun emblazoned across it.

"This is...problematic."

He tucked it away under a wing and stepped back inside, closing the door behind him, moving back into the living room.

Mac was standing, bloody and battered, over the withered shell that he had been fighting just a few minutes before. His eyes fixed on its pitiful, wrecked form. Behemoth had seen this look on others before...more times then he cared to recall. He stopped in the kitchen doorway, knowing that getting any closer to Mac right now would be a very, very bad idea.

"Its over Mac, its done, the fighting's done."

Mac slowly shook his head, his eyes never leaving the charred corpse. "No. It's not over. If they're willing to do this, to their own...it's not over...not by a long shot...

It was several hours later. He had disposed of the charred remains and headed back to Fluttershy's. His late arrival and disheveled appearance prompting her to give him a stern...and strangely apologetic talking to. They had shared a simple yet delicious dinner, before calling it a night. Fluttershy heading into her room, Behemoth stretching out on the couch in her living room as the storm raged on outside.

He'd just settled in, laid back and comfortable, when a familiar tingle ran up the back of his neck. His eye opened, a silhouette standing half obscured between this room and the next caught his attention. He knew it was her before the bolt of lightning cast the room in harsh monochrome for a split second, long enough to see the blanket draped around her shoulders, and the way she was shivering, cringing with each rumble of thunder. Each crack of lightning. She spoke quietly, her voice quavering.

"M-Mr. Behemoth sir...I...don't really like storms...could I...I mean, if you don't mind...could I maybe..."

A second bolt of lightning cast her in stark relief, causing her to let out a cute little squeak, and showed she was blushing profusely, staring intently at her own hooves. As the darkness returned, she looked up, making eye contact with him from across the room.

"Could I...sleep in here, with you?"

He didn't respond, the wind driving the rain against the window behind him in sheets. A single wing raised away from his flank and he moved farther back onto the couch, making room for her.

"Oh...umm...thank you..."

She crossed to him, her pace quickened a bit by the next crash of thunder, and slipped onto the couch, pressing herself back against him as he brought his wing down, wrapping it around her gently. Her shivering faded away, and before long her breathing had become deep and regular. She had already fallen asleep, snuggled against his chest, the storm apparently not bothering her quite so much anymore.

He gazed down at her sleeping form. The way she looked. So peaceful, so serene...it tore him apart...this was what drove him, it was why he fought. Not duty, or honor, not for the glory or respect, not out of some cannibalistic drive to sacrifice or mindless wish to appease some mythological "greater good". He fought because he CHOSE to. Because he wanted to live in a world where THIS, was the norm, not the exception. And Luna have pity on anything who stood against him, for he would show none.

It invigorated him to see genuine...goodness such as this, in a world where he knew real evil was hidden just under the surface. It twisted and yanked at his insides...and vindicated the last twelve years of blood, fury and death. He WOULD make the world into a place worthy of the kindness Fluttershy had shown a stranger, worthy of those he loved...no matter the cost. Because he CHOSE to do so.

~I'm coming.~

Two simple words, heard plainly as if whispered into his ear, but there was no sound. He smiled as a faint scent of ozone reached his nose. His brooding introspection fading, a half smile cracking the stone of his dour expression.

With a sucking pop of displaced air and a dim flash of light, a long legged, feminine figure appeared in the room, as dark as a perfect midnight and infinitely more lovely. The over pressure caused by the bubble she'd brought with her causing a faint breeze, enough to ruffle the curtains and cause the figure sleeping against his chest to mumble adorably in her sleep. He spoke quietly as she turned to face him.

"Good mornin beautiful."

Luna mirrored his smile, her eyes twinkling like one of her most splendid night skies.

"Good morning soul eater...am I interrupting something?"

She spoke quietly out of consideration, a hint of humor in her voice as a brow arced playfully over a breath taking turquoise eye.

Behemoth chuckled a little as he rose from the couch, being careful not to disturb Fluttershy, tucking the blanket around her as he crossed to his Princess.

"Nah, she just dosen't like the storm."

"Mmm, poor thing..."

She leaned up, wrapping her fore legs around his neck, pulling herself up nose to nose with him. She planted a series of quick gentle kisses along his jawline, before meeting his lips with her own. Their kiss was slow and deliberate. Neither of them wanting to rush. An almost electric tingle ran through Behemoth as it always did from her touch. He didn't know if it was because of her magic, or because of her being...her. It didn't matter. After a few seconds, she stepped back hesitantly. Her cheeks were showing a little color, her breath coming just a little faster as she met his eye with a smile that he mirrored.

"So, what business brings you all the way out here this early in the AM?"

Her smile faded a bit, just enough to leave her eyes.

"Business? What if I came here for pleasure?"

"That would be great...but I know you too well, somethings happened, and its bad if it got you back out here so soon."

She sighed, mildly annoyed at how easily he managed to read her. Over a millennium of experience over him, and still he read her like a book.

"Besides," he said with a roguish smirk, "The sooner we take care of business, the faster we can move onto the more...entertaining uses of our time."

She couldn't help but laugh, his cheesily suggestive lines could always be counted on to cheer her up a bit. It didn't last long, but it was a nice reprieve.

"Lets step outside to talk, let her rest."

Luna nodded towards the couch, then turned and headed out into the night. He followed and watched, impressed, as the storm abated before her, as if the rain and wind itself were bowing to her strength. As the storm railed on, she stood on the rain slicked path leading to Fluttershy's door, a several yard wide bubble of calm moving with her.

"That's a neat trick..."

Walking out to join her, his hair stood up a little as he passed into that bubble, as if from a static charge. As soon as he was inside, the sound of the storm was gone, like a speaker shut off.

"There, now we can talk without distraction."

She sighed, shaking her head, and turned back to him, one corner of her mouth pulled up.

"Well, there's no other way to say it, they're gone. All of them."

He looked on in silence for several seconds, then moved up to stand next to her, his gaze shifting out to roll over the storm wracked town.

"The prisoners, the ones from the mob."

His response was a statement, not a question. Flat and emotionless, doing a passable job of concealing his fury at this latest turn of events.

"Yes...I went down this morning to begin questioning them. Every last cell was empty. The guards on duty didn't see or hear anything all night. All the cells were unlocked, intact. Someone let them out..."

Behemoth nodded slowly, she could feel the rage radiating off him like a heat wave as he watched the flickering lights in the distance.

"That means someone high up...someone who knows the Citadel...a guard, most likely...a traitor in my ranks..." He corrected himself, "in their ranks..."

"Yes, that seems most likely...something else, at the end of the cell block, they had painted a symbol...crude and poorly done, but it was a field of black, with a-"

Behemoth cut her off, pulling the scrap of cloth from under his wing, holding it up for her to see, as he finished her sentence.

"A bright green Celestial Sun across it..."

She took it from him, a deep frown etching across her gorgeous face as she studied it with open concern. Behemoth responded to her question before it could be asked.

"Some of the stragglers of that mob were waiting at my sisters home...including the bastard that attacked her. That was left behind by him."

"Where are they now?" She asked, even though she suspected she already knew the answer.

"The rat bastard disappeared, the other three are dead."

She studied the crude symbol in silence for several moments before she responded.

"What do we do now?"

He turned to her, one golden eye flashing as it reflected the brightness of a lightning bolt silenced by her magic.

"We wait, and do the only thing we can while we wait..."

Fluttershys front door was knocked open by Luna's rear, she backed across the room, pulling Behemoth with her, their lips locked together fiercely. The gentleness of earlier a distant memory, tongues entwined as she guided him, backing up into the kitchen. The table bumped out of the way in her haste. She bit his lower lip then pulled away, grinning as she pushed him down, his broad back settling on the kitchen floor.

"I need this, its been too long..."

Standing over him flushed, her wings beating in uncontrolled skips and jumps from her anticipation. He smiled up as she stood over him, and rolled quickly up onto his knees. His forelegs wrapped around her tight rear, pulling her forward briskly.

"Mmm, five whole days, far too long..."

After this he fell silent, kissing and licking her trim, flat stomach, slowly working his way lower inch by achingly slow inch. Her back arched and she leapt up, throwing her legs over his shoulders, crossing them behind his back, enshrining his head between her toned thighs.

"Ohh...you're so much better at this then the other guards..."

He laughed at this, drawing a moan from her as he flicked his tongue along her lips. He worked it along her waiting sex, long and agile enough to run it back and press against the little island of flesh between her two holes. This drew another gasp from the writhing deity. She threw her head back and forelegs up, bracing against the ceiling. Her wings spread full and wide, twitching in time with her racing pulse.

"Uhhhnn...you magnificent bastard, don't stop..."

Stop. No, that wasn't very likely. The way those taut thighs clenched along his neck, the way she moaned as she ground herself against his muzzle. The taste of her, tingling on his tongue, his lips, a semi electrical buzz emanating from her. He set his tingling tongue to work, as trained and practiced as the rest of him. Twirling up into her, the breadth of it spreading her lips before its implacable advance, coaxing a jolt of ecstasy from her svelte form. Pulling it back, he teased it around the dainty nub of her clit in quick strokes, coaxing it out, firm and proud, glistening with his saliva and her own juices.

"Yes...yes, just like th-"

"P-princess Luna, is that you, umm...why are you in my kitchen in the middle of-"

As Fluttershy came around the corner, sleepily rubbing one of her beautiful green eyes, the events taking place in the middle of her kitchen stunned her into silence. Everything stopped, as if some force had hit the pause button on the two entwined lovers. The two beauties stared at each other in equally stunned silence, the only sound for several seconds was Luna's heavy breathing.

Fluttershy's confusion and shock faded first, and she recoiled, looking away, shielding her eyes and quickly turning a deep shade of red.

"Oh! I uh....I'm sorry I didn't mean to interrupt I'll just... wait outside until you two are...done, I'm sorry I..."

She started backing away, almost tripping over her own tail in her haste, still looking away as she did so. A strange look came over Luna, and she disengaged herself from Behemoths face and began following. She glanced back at Behemoth on her way out of the kitchen as he was pulling himself up, an odd, almost predatory smile on her face.

"Wait here, but don't get too comfy, I'll be right back."

Not quite knowing what to expect next, he shrugged to himself and took a seat at the table. He could faintly hear the two ladies speaking softly in the next room, but it wasn't being said to him, so he made no attempt to listen in.

After a few short moments, they came back. Luna leading the way, a reluctant Fluttershy following along. She was still blushing, but actually made eye contact with him as she entered, even giving him a little, uneasy smile.

"I apologize miss 'Shy, we got a little...enthusiastic, sorry to have woken you."

"Oh...umm...th-that's okay, I was just a little...startled by seeing you...and Princess Luna...ummm...in m-my kitchen..."

Her current shade of red deepened a little, and Luna stepped back, putting a reassuring leg around the smaller mare, looking down at her affectionately.

"Yes, she was just a little surprised is all..."

The Lunar goddess/princess looked over to Behemoth, not quite able to hide a grin of victory.

"But...there is something she'd like to know...isn't there dear...?"

At Luna's not so subtle goading, Fluttershy's glance shot back and forth between the stallion at her table and her own hooves. With a deep breath, she worked up the nerve to speak.

"I was wondering...i-if you don't mind, that is...if I could maybe...umm...join you?"

Behemoth stared at her in dumbfounded silence. Whatever he had expected from the demure, sweet and gentle pink maned mare, this didn't quite make the list. His one eyed gaze slid over to Luna as she watched him intently, one eyebrow arched, and the hint of a smile playing across her lips.

~How in the bearded fuck did you talk her into this one, beautiful?~

"...Well, Behemoth, what do you say, think you can handle both of us?"

~Holy hell, how could I say no to an opportunity like this...?~

As it turned out, he was willing to give it a shot. He stepped forward, towering over the second kindest soul he had ever known, and slowly sank to his knees, bringing himself down, face to face with her. He reached out, gently raising her chin until she finally was looking him in the eye.

Without a word, he leaned in, kissing her softly, slowly, not wanting to startle or frighten her away by being too rough...at least not at first...but distracting her just enough that she didn't notice Luna, moving as fluidly and silently as a feline, slip around behind the unsuspecting pale yellow pegasus. With a quick blurt of magic, Luna tugged that luxuriously long pink tail up and out of the way, causing Fluttershy to jump and gasp...a gasp that turned into a drawn out moan as a thousand year experienced demi god wasted no time diving into her lovely mound tongue first.

Behemoth knew first hand just how talented Luna was, the things she was capable of with that mouth, the things that tongue could pull off...he knew what Fluttershy was experiencing as he watched her eyes roll back into her head and her mouth loll open. Obscenely erotic wet slurping came from the two of them, the Princess delving into the smaller mare enthusiastically from behind, driving adorable squeaks and moans from her.

Luna pulled back just as 'Shys legs started to wobble, a faint whimper slipped out as the amazing sensations ceased. Luna, however, was just getting started.

"I have something...new to show you..."

Luna grinned, subconsciously licking her lips, relishing the taste of Fluttershy as she spoke, her horn glowing, growing brighter as she worked her more literal magic.

"Hmm, what're you...oh...oh wow..."

Behemoth looked down to see the length of his stallion-hood and his pendulous balls engulfed and surrounded by prismatic magical essence, it puffed around him like smoke, tendrils of it curling along his length almost as if it had a mind of its own.

"Oooohhhhh...that's amazing..."

It felt like nothing he had ever encountered before. It was like he was buried in...analogies failed him. It was strangely warm and cold at the same time. And it tingled, the sensation making the short cropped hair on the back of his neck stand on end.

"You haven't seen anything yet..."

Fluttershy was watching the magic work along his engorged shaft. Her eyes were glued to his erection, and she didn't notice the magic glare growing in intensity, or the way the scent of ozone had over ridden all others in the room. No, she was focused, almost entranced by the way he throbbed, the way the shaft leapt slightly with every beat of his pulse.

Behemoth however, was more interested in the magical bubble coalescing around Luna's hind quarters. He watched, speechless, as the glow faded, revealing her clit growing longer and thicker, becoming a perfect carbon copy of his cock, slowly swaying, drooping between Luna's long, shapely legs. Every vein and bulge of her new shaft, every crease and fold in her brand new scrotum a perfect mirror of his own.

"...Well...that's new..."

Smiling wolfishly, Luna stepped forward, slapping her new dick down on Fluttershy's back, causing her to yelp in alarm and whip her head around sharply. Luna could feel 'Shys wetness as she pressed newly grown balls against her healthy rear.

"Ohh...ohh my, is...is that a...but, how...where...?"

Apparently Luna wasn't feeling very chatty, answering by leaning back, drawing her new appendage slowly off of 'Shy, the length of it rubbing along the base of that long pink tail as the head slid lower, running over her full cheeks before coming to rest against her dewy lips.

"P...princess...please, I don't...don't...be gentle..."

The last two words were almost a whisper, but Luna was more then happy to oblige. As Behemoths intact wing came forward, wrapping his erection in a feathery grip, its doppelganger barged into Fluttershy's inexperienced quim, causing the adorable pegasus to wince at first at the girthy intruder.

"O...ow..."

Showing an incredible level of restraint with her new equipment, Luna stopped, just long enough to let Fluttershy's discomfort fade into a quickly spreading sensation of heat and pleasure. She grinned.

"Are you ready for your Princess' royal cock now, dear Fluttershy?"

Blushing at such blatant verbiage, Flutters lowered her head to the ground, hiding her face behind her hair, her only response a high pitched squeak. Luna, it would seem, took that as a yes.

Luna began thrusting into her willing subject, Fluttershys pussy snapping around her new cock tight as a glove, pulling her, sucking her in deeper with every thrust. Luna threw her head back and let loose a loud lustful moan. She didn't use this magic often, but of all the times she had, this was the best. So tight, so wet, squeezing her firmly, not wanting to let her go each time she drew back. Behemoth kept pace, working his own dick in time with its twin as it drove muffled squeaks and moans from Fluttershy. The front of her body laying on the wooden floor, her ass sticking up in the air, presented for Luna.

A tingle ran up Behemoths back, and he realized that from where she was lying, Fluttershy's gaze had locked onto his erection, she was watching intently as he stroked. He smiled as he noticed this, stopping his wings motion, and using it to slowly push his shaft forward, until it was pointing straight at Shys face, still half hidden behind the pink cascade of her mane.

"You like what you see there, little one?"

Nodding, her eyes never leaving its shiny head, she started to crawl forward towards him, throwing Luna's thrusts off for a second, before she caught on.

"Hey, mmm, where are you going...ahh, I see..."

Luna stepped forward with her as she scooted towards him, moving in an awkward bow legged walk in order to stay inside the heaven that was 'Shys snatch.

"Y...you don't have to...do that...alone...I...let me help..."

Once she was close enough, she took over where he had stopped, a pale yellow wing replacing a dark blue. Her wing was trembling a little. Her touch was a whisper, barely there as she slowly worked his length, feathers tickling along the shaft, pointing the broad head right at her face.

"Yes, mmmph, yes Fluttershy, that's right, just like that..."

At Luna's encouragement she sped up, moving her wing along his cock faster, gripping tighter. Hesitantly, her body jarring from the impacts of Luna's hips against her rear, she stuck out her tongue, giving the wide head in front of her a quick, experimental lick in between moans.

"Am I...mmmm...am I doing this right, is this...good?"

She looked up at Behemoth, the deep pools of her beautiful green eyes were wide, gazing up at him for approval as her pert little tongue fluttered back and forth along the rim of his cock head.

"Ohhhh...yeah, that's great, you're doin it...just right..."

The sight of the adorable, timid little mare licking at his cock was mind boggling. The combination of cute and sexy from those amazing eyes sent a bolt of pleasure through him, almost enough to make him cum then and there. He leaned back, the edge of the table against his neck, tearing his eyes away from her, looking up at Luna as she was pounding away.

Luna's rthym was slipping, her thrusts becoming more and more erratic. More and more forceful. She was panting heavily, her legs wobbling, sweat dripping down her neck and back, trickling between outstretched wings. She felt an unfamiliar sensation at the base of her new shaft, her vision blurring and a dizzy sensation started in the back of her head.

Behemoth could see that Luna was getting close, with a smirk, he stopped holding himself back. He looked back down at 'Shy just as she started trying to stuff his head into her mouth, lips at both ends stretching to take identical cocks. As a torrent of magical cum raced from her balls, Luna's shaft bulged, stretching Fluttershy open farther then ever before.

"Ohm muh guhndnesss!!!"

She cried out around the meaty prick in her mouth as she started to climax, the walls of her perfect nether clenching and squeezing around Luna, as she felt the Princess' liquid heat surge into her.

Luna cried out, rattling the glasses on the shelf in her release. Her legs locking, it felt as if her entire being was bring pulled, milked out of her by the convulsing inner form of the mare beneath her.

Amidst their cries, Behemoth went unheard. With little more then a grunt he released. His first stinging squirt hitting the back of 'Shys throat. She recoiled from the first shot in surprise, the following shots criss crossing her beauty with thick ropes of jizm. With a sigh and a faint smile, he observed the sexual carnage in front of him.

Fluttershys left cheek had settled on the floor, her eyes half open, a little trickle of cum dripped from the corner of her open mouth, and quite a bit more decorated her cute face in streamers. Her bountiful ass was still sticking up, Luna still standing behind her, shuddering in the after glow, magically granted erection just starting to soften inside Fluttershy.

"Hmmmm, not bad girls, not too bad at all...that'll do for a warm up, now the real fun begins..."

The ladies stared at him as he stood, watching him as if he had gone crazy, neither either willing, or maybe not quite able to move to dissuade him as he moved around behind his princess, his cock already headed swiftly back to full mast.

With a smile he appraised the royal perfection of the tiny, tight and taut ass on display. He gave its statuesque perfection a healthy slap with his abruptly ended wing, giving that rump a rosy hue and driving a grunt of approval from her, causing her slowly shrinking erection to stop...and start heading in the other direction.

"Mmmmm, I love it when you do that...you're the only one with the balls to strike the ass of royalty..."

Luna looked back over her shoulder, a faint smile tugging at the corner of her mouth. Her lithe, athletic form already recovered from the exertions of just moments ago.

"What do you say dear,"

The princess turned back, two turquoise eyes meeting each other over splayed yellow wings.

"Ready for round two?"

Fluttershy whimpered, obviously not as certain as the other two, but managed a little nod in reply.

"Yes, I thought you might...UHHNN!!!!"

Apparently not too interested in their conversation, Behemoth had taken this opportunity to step up, and with one hearty thrust, bury half of his turgid length in the royal vag from behind.

"Less talk darling, more fucking."

She leaned back, pressing her narrow back against his barrel of a chest. She leaned up, he leaned down, and as they both started thrusting, him into her, her into 'Shy, they shared another kiss. Slow, deep, passionate. Their bodies moved quickly and roughly, hungry for their second release. Hungry for something more, their lips, their tongues, were in no hurry at all. They drank each other, the feel, the taste, the smell of one another bringing them a pleasure easily eclipsing that from their loins.

He pushed her forward, breaking the connection and sending those long, lovely legs down to either side of Flutershy's dazed form. Once his own legs had returned to the ground, any lingering sense of gentleness or sweetness left him. With a fluid roll of powerful hips, he pistoned his cock into her, hard enough to shove her own hips forward, and her magical erection balls deep into 'Shy.

She moaned, her body jerking at the brutal rush of fullness. Her wings beating exhaustedly. In a purring tone Luna voiced her approval.

"Mmmmphh, bastard, give it to me, uhhnn, everything you've got!"

That was all the convincing he needed, without hesitation he slammed into her, the smack of each impact echoed half a second later by the sound of Luna's narrow hips slapping off Fluttershy's more feminine rump. In all her centuries she had rarely, if ever known satisfaction like this. The savage strength of her stallion behind her and the soft warmth milking her new dick as each of Behemoths strokes seemed to push her farther into 'Shy.

Fluttershy, a mass of gooseflesh and moans, was carried over into a ceaseless wave of pleasure. The wave of each orgasm rolling into the next, the after glow of climax rolling smoothly into the next gut wrenching spasm. The world had ceased to be for the pink maned mare, all that existed was the throbbing cock barging into her over and again, the wet tingling running down her legs from Luna's cum and her own juices, and the heady, intoxicating taste of the beasts fresh seed.

Behemoth changed his angle just a bit, and suddenly the firm sponginess of his cock head was butting against her womb with every thrust. With a strangled cry, Luna's whole body convulsed, this sudden new sensation making her whole body contort, twisting with pleasure shed never imagined. She came like a fountain, a constant, several second stream of magical seed spraying deep into Fluttershy, her own squirting soaking Behemoths legs and stomach with her royal ejaculate.

With a grunt, Behemoth felt his own second thundering up from his drooping balls and tried to pull out, surprised to find he couldn't, he was held firm in an almost frighteningly powerful magical grip. Luna looked back at him, eyes half closed, gasping for breath, her whole, perfect body trembling from the strongest orgasm of her long and eventful life.

"No...don't pull out...I...cum, cum in me..."

No response was necessary, they held each others gaze as he emptied himself into his love. When, at long last, he finally had no more to give, his princess collapsed, rolling off of and out of Fluttershy. The magical grip holding Behemoth in place and keeping her magical penis in existence faded, both vanishing like a puff of smoke.

Shakily, he knelt, slipping to the floor between two already unconscious mares. As his exhaustion took hold, his last conscious act was to wrap a wide wing around each of them. Outside, the storm raged on.

8: A Friendly Wager

Almost a week had passed since the storm the Ponyville locals had come to calling "The Big One" had carved itself indelibly into the memory of the idyllic little burg. Roofs had been blown away, streets had been flooded, ponies had been incinerated. Different folks remembered that particular evening for different reasons.

He shrugged out of the heavy gauge harness that had criss crossed his chest for the last several hours. The load bearing straps leaving deep indentations in his dark blue coat. Breathing heavily and sweating,he knelt to gather up the rig and carried it over to the pegs on the barn wall where it would hang until needed again. Somepony came in behind him, heavy hoof falls identifying them before they spoke.

"Ya did good out there today B, every day you look a little more'n more at home in the field."

Behemoth nodded, taking this opportunity to stretch tired and aching muscles, a quick swipe by a wing tip clearing the sweat off his brow. He turned to face Mac just as the crimson mountain of flesh was pushing the heavy V bladed plow back into its designated nook.

"Heh, that's cause this is home for me Mac, or or as close as I've come in a long while."

Together they strode out of the barn, Mac nodding in satisfaction as he noticed the sun still high in the sky.

"Now ya see, that's the best part've havin you back,"

He shot a sideways glance at the dark pegasus next to him with a faint smirk.

"Hardly even after noon an we already got all the work done, now I can get to the important task of doin a whole lotta nothin for the next coupla hours. How bout you, headin into town?"

Behemoth nodded, taking a moment to finish strapping on his bags before he responded.

"Yeah, almost got Derpy's house all fixed up, should finish up getting the new floor into the living room today, then there just the little bit of fixing in the kitchen."

Mac's reply was a noncommittal grunt, his expression turning faintly sour, as it always did any time the conversation got anywhere near the events of that night. What he had witnessed...and done...still didn't sit well with him.

Noticing this but not fool enough to mention it, Behemoth decided to let it be. Mac was a big colt after all, he'd talk about it when...or if he needed to. Till then, no point dwelling on the past. Just learning from it.

"Well, see you a bit later then Mac, you need to find me I'll be in town or back at Fluttershy's, as usual."

At the mention of the timid mare Mac visibly perked up, his countenance shifting like the sun coming from behind a cloud.

"You...you're bein nice to her, right, ain't tryin any funny stuff, ain't takin advantage of her?"

Behemoth smiled, turning back to his rather large companion. Mac responded like this every time she was mentioned. He was pretty sure it wasn't coincidence.

"Heh, of course Mac, I'm her guest, always on my best behavior...especially during all the kinky, hardcore sex. You know how it goes."

Mac stared at him for a few moments expressionlessly, before breaking out into laughter that just might've been forced.

"Heh heh, leave it to you, always a kidder...you are kiddin, right?"

With a smirk at his friends increasingly poorly concealed interest, Behemoth turned back, starting down the long sloping road towards town. He actually was kidding. Since the night of the storm he and Fluttershy had done nothing more then sleep together, in the most literal definition of that phrase. Derpy was still on Shys bed, and the couch was big enough for the two of them to share comfortably.

"Yeah, probably...see you later Mac."

The blue pegasus had disappeared into the orchard before the flabbergasted Mac could summon a response. The afternoon was warm and bright, the occasional fluffy white cloud dashing across a brilliant blue sky. The fresh green leaves along the road whispering in a faint, steady breeze. The breeze was just enough to reinvigorate him, whisking away the last few vestiges of sweat and sending a quick thrill up his spine.

~Aaahh, nothing quite like good old fashioned manual labor to remind you what its like to...hold on, whats that...?~

An odd noise came to him carried on the wind. Faint, muffled, a little ways off the path to his right. Without hesitation he turned, strolling off into the foliage towards the intriguing sounds.

~Hmm...sounds like...~

A wide clearing opened in the tree line before him, thick, vibrant grass swishing past his ankles as he stepped out into the light once again, he attention immediately drawn to a small orange and purple shape sitting in the tall grass. It was a little pegasus filly, and the noise which had drawn him out here was the faint sound of her crying.

~Hmm, that's one of the little ones the...crusaders...ahh yes, Scootaloo, the face stander...~

He stopped a good distance back, loudly clearing his throat to let her know she wasn't alone any longer. With a start, she sat up straighter, sniffling a little and quickly wiping her eyes, doing her best to conceal how upset she was. He waited until she had composed herself, letting her speak first as she turned to face him, eyes dry, but puffy and red.

"Oh, hey...that guy...umm...Behemoth, right?" He simply nodded in response, his face an impassive mask. "I didn't hear you come up... so... uhh... what're you doing out here?"

Slowly he walked up, sitting in the long grass next to her.

"Oh, was just headed by into town, thought I heard somepony out here...almost sounded like they were...upset about something."

"U-upset? Me? Nah, I was just...out here...just...not being upset at all, yeah, that's it!"

The little filly made a show of striking a dramatic pose, puffing out her skinny little chest, wings out with a devil may care grin...that didn't quite make it to her eyes. Watching her from the corner of his good eye, Behemoth slowly nodded.

"Of course, I must've been mistaken...but lets say, just hypothetically of course, that somepony was out here, alone in this field, crying about something...what do you think might be bothering them?"

"Well..." her bravado faded a little as she responded. "Maybe if they were expecting somepony to meet them out here... an give them flying lessons...an then she never showed up..." she sniffled a little, doing her best not to show the tears that were returning to the corners of her eyes.

"Rainbow Dash probably forgot all about me...or was never gonna show up at all...just said so to mess with me...probably laughing at me right now..."She sat back down, her tiny frame half disappearing into the tall grass, seeming to shrink into itself.

Behemoth nodded sagely, pretending not to notice the wet streaks down her cheeks.

"Hmm...think I've met her...she was the one who saved my little sister...now of course, I don't know her that well..." He looked down to the tiny filly, catching her eye. "But I consider myself to be pretty good at reading folks, an I don't think shed do something like that. I don't think that really sounds like her, do you?"

Scootaloo looked up at the massive pegasus sitting next to her, the sadness in her young eyes giving way just a bit to a twinkle of hope.

"Well...maybe not...but, then where is she?"

"I'm guessing here, but Id say she probably got a little tied up at work an couldn't make it down here quite when she wanted to. Ive worked with weather patrols before, emergencies can pop up all of a sudden and need to be dealt with right away."

"You think so? I mean, you don't think she just forgot, or...?"

He stood, turning to face her fully, replying as he did so.

"No, that just doesn't sound like her...just cant picture her doing that sort of thing. Being intentionally mean for no reason? Nah, I don't think that's very likely at all."

"Yeah...yeah, you're probably right. She wouldn't be that much of a jerk, she just got busy. Shes probably on her way right now." She looked up at him, a cute little smile adorning her face. "Thanks Mr. Behemoth, it...was nice to talk with you."

Behemoth nodded once more with a faint smile, glad to see the little one returning to her usual cheery self. An idea occurred to him, however, as he stood and headed off back towards the road. He stopped, turning back to the diminutive pegasus.

"Ya know, I'm not in any real hurry here, I suppose I could stick around, maybe give you a few pointers till she shows up."

Scootaloo stared at him in silence, a look of confusion plastered on her face.

"Wait, you can fly? But, I thought, with your wing, and..."

"Oh, this?"

He flared his right wing, showing to good effect the knurl of scar tissue which ended it almost two feet shorter then the left. Scootaloo watched it move, morbidly fascinated at how horribly damaged it looked.

"It took a little...getting used to, sure, had to modify my technique a bit, and high speed landings can still get a little tricky, but it'll still get me into the air just fine."

"Oh, I thought that...oh. Well, okay, I guess it couldn't hurt to get a second opinion..."

She didn't sound at all sure about this, the questioning tone in her voice all too obvious. As usual, Behemoth chose to ignore the poorly disguised doubt about his aerial abilities.

"Right. Come on then, lets give ourselves a little more room to work with."

He strode out farther into the field, away from the tree line, giving them a nice open area to practice in, the diminutive filly hurrying to keep up, having to take four steps for each of his.

"Well, this should do..." he turned to face her once more.

"Okay Scootaloo, show me what you've got."

"Uhh, ok...wait, what?"

"Fly. Up. Come on then, put those wings to work!!"

"Oh!! Uhm, yeah, ok..."

She hesitated a bit, then with a big gulp of air...started beating her tiny wings as fast as she could. A clearly audible buzzing noise emanated from her as she started turning red from the exertion. Her back hitched up a few inches...but her little hooves never left the ground, no matter how fast those little orange wings beat into a blur.

"Ok ok, that'll do, take a breather. Now, c'mere an listen, next time, I want you to try something a bit different..."

She blitzed across the sky, long, powerful wings driving her forward with practiced ease.

"Dang it, she gonna be so bummed, hope she'll understand why I'm late..."

Talking to herself, she plowed straight through a thick, puffy cumulus, the water vapor beading off her athletic cyan form, droplets of water causing a visible spectrum to trail out behind her as she sped on.

"Its only, like, forty minutes...sure she wont be too worried..."

She pushed herself harder, kicking her already impressive speed up another notch. As she swerved around another weather cell, the clearing came into sight, a tiny green speck just peeking over the horizon.

"There we go, almost there."

She rolled over, turning her forward momentum into a long, angled dive. She knew better then to go into a steep dive without prep, red outs at this speed almost always proved fatal. She tucked her wings in tight to her flank, letting gravity do the work as it pulled her into an inverted free fall.

Her eyes watered from the shearing wind as she reached terminal velocity, the ground screaming up at her, dots growing into splashes of color growing into individual trees and homes as she rocketed towards the ground.

"Aaaaaaand, NOW!"

At what to any witnesses would've seemed to be far too late, with a grunt of effort she flared her long wings, arresting her downward speed, turning all that vertical kinetic force into horizontal thrust. Her trim stomach was tickled by canopy top leaves as she zoomed forward on momentum alone, the air wake of her passage causing the tree tops to dance wildly.

She raced along, literally at tree top level, banking from time to time to dodge a wooden spire that had broken away from its brethren and stuck above the rolling sea of green. Her keen pegasi vision, sharp as a hawks, was picking out fine details in the leaves even at this speed. As she turned her attention towards her destination, she caught sight of something that caused her to flare hard, slowing to a hover with a few well timed beats of her wings.

"What the...who the heck is that...?"

She cruised slowly closer, staying close to the canopy and moving slow until she recognized the monolithic blue form next to the much smaller orange of Scootaloo.

"Hey, its...that guy. Guess he didn't get dead after all...wonder what hes up too..."

She cruised towards the two forms at a much more sedate speed, slipping down between the branches, flying along below the canopy layer as she came closer. Closer and closer she crept, sticking to the heavy shadows far up in the branches, where the trees all grew together. After getting close enough to finally hear them, Rainbow settled onto a sturdy branch, watching the two of them with interest, dislodging a tiny chunk of bark in the process.

"-almost had it that time. Remember, speed will come later, for now, focus on getting in the air and staying there. Long, powerful strokes, not short and quick like a hummingbird, full and powerful, like a hawk, got it?"

With a grim look of determination, the wee orange pegasus threw a haphazard and sloppy salute as she responded.

"Yes sir, I've got it!"

Behemoths cheek gave a slight twitch at that particular gesture and honorific. It was there and gone so fast neither Scootaloo or Dash noticed it. Either the title itself, the salute, or who had spoken it just didn't sit right with him.

"Then do it."

She took a deep breath, flared her wings, and crouched down. All at once she closed her eyes, exhaled, jumped, and beat those little wings in one smooth motion...and again...and again...and again.

Behemoth smiled, a grin of victory accompanied by the tingle up his spine that was always there after a job well done.

"Open your eyes Scoot, take a look at what your doing."

Slowly, hesitantly, her lids came apart, showing just the slightest bit of violet...which exploded wide open as she realized where she was. Just under two feet off the ground. Her flight was rough, unsteady, wavering back and forth, barely controlled. But she was still FLYING.

"OhmygoshImflyingthisissoawesomeIcantbelieveitImflyingIdiditohmygoshohmygosh-"

Her shock and enthusiasm threw off her tenuous control, and she landed with a stumble. She looked up at Behemoth, an illogically wide smile stretched across her face, the telltale glimmer of tears of absolute joy twinkling in her eyes.

"Y-you did it, you helped me fly..."

She launched herself at him, little orange forelegs wrapping around him, her face smooshed against the side of his tree-like neck, her wings beating in uncontrolled happiness.

"Thank you, thank you, thank you so much mister Behemoth, I-"

He cut her off with a deep, booming chuckle. She dropped back to the ground and looked up at his happily smiling face.

"Don't thank me Scootaloo, you did that all by yourself, I just showed you how."

"SCOOOOOOTALOOOOO!!!!!!"

As Behemoth was looking down at his student, a white blur and a yellow blur with a massive red bow atop it zoomed into his periphery...and then Scootaloo was gone. He continued to stare at where she had been for several seconds.

"...Wait, what?"

He looked to the left, laughing as he realized that Sweetie Belle and Apple Bloom had just executed a perfect tandem flying tackle on their unsuspecting friend. The three fillies were rolling in the tall grass, hugging each other fiercely, all of them speaking at once.

"-you see that-"

"-the bushes the whole time, that was-"

"So AWESOME!!We've gotta go tell every-"

"Miss Cherilee will be so happy for-"

Behemoths ears perked up at the sound of a name he recognized amidst the joyous cacophony.

~MISS Cherilee...hmmm...so, shes still in town... how very interesting...~

Before he could inquire any further, the triumphant mass of filly flesh had started off towards the road, her two friends carrying Scootaloo aloft like some conquering hero. She waved, a huge grin on her face as she disappeared into the foliage.

"Thanks again Mr. Behemoth, you rock!!"

He smiled in response, waving as he Crusaders disappeared. He laughed to himself, shaking his head at their antics.

"Heh, and off they go, have fun little ones..."

He turned, the corner of his mouth still pulled up in a smile, his good eye twinkling in amusement as he stared straight at Rainbow Dash's "hiding" spot.

"You can come on down now, Miss Dash, no need to stay up there, you'll get covered in sap at this rate."

She started, eyes going wide as she realized she wasn't quite as concealed as she thought. She covered her surprise quickly however, a quick hop and a (mostly) graceful glide taking her down into the clearing. She landed next to the Beast, both significantly darker, and significantly larger then her.

"Heh heh, guess that one eye still works pretty good, huh big guy?"

He chuckled a bit at her complete and utter lack of tact. He didn't mind. Actually, he found it kind of refreshing. After years upon years of listening to politicians, ministers and sycophants talk for hours and say nothing, it was a nice change of pace to talk with folks who left political correctness at the door.

"Yes, it certainly does, saw you up there as soon as you settled in."

"Oh yeah? Huh. What gave me away?"

"The chunk of bark you knocked loose as you got comfy..."

He reached forward, brushing a bright, multitoned lock of mane off her forehead.

"...and the whole vibrant, bright rainbow streaked mane and tail thing...not exactly the stealthiest of color schemes, you know."

She blushed a bit, as she'd completely forgotten about that little aspect. She reached back, running a hoof through that multicolored mess as she responded.

"Uhh, heh heh, yeah...does make it kinda hard to be sneaky..."

"Indeed ma'am, so...whats your take, she still needs some work, but not bad for a first time, eh?"

She leisurely stepped up past him, looking into the trees where the Crusaders had headed out just moments ago before responding.

"Yeah, she was sloppy, but I guess everypony is the first time up..."

She looked back to him, a not so subtle challenge gleaming in her eyes.

"Of course I'm gonna hafta take over when it comes to getting her up to speed. I mean, sure, you look all tough an all, an it was pretty cool of you to look after her, and you did take on a mob and manage to end up being not dead, but you should probably leave the REAL flying to the pros."

Slowly, glacially, a black eyebrow arced over a golden eye. It was the only physical response he made to her comments.

~Why you cocky little...~

"Hmmm. I think you may be just a tad bit over confident there, missus Dash. Speed is all well and good, but real flying is about control, accuracy, precision."

She looked up at him, raising an eyebrow of her own in parody of his.

"Control, accuracy, and precision...aren't those all pretty much the same thing?"

"No, they're not, but I see how you could think that."

She obviously wasn't convinced, and put no effort into hiding her skepticism.

"Yeeeeeeaahhh, alright then big fella. Why dont we put this to the test, you an your control, accuracy, and blah blah blah, against my speed, speed and, just for the fun of it, speed."

She smirked smugly, confident shed show him up without breaking a sweat. Behemoth, as usual, was entirely stone faced, he left her waiting for several seconds before he decided to respond in a flat monotone.

"...Alright then, from here to the edge of the Everfree. Through the trees. You know the half fallen tree over the river? That's the finish line."

Her immediate response was a dismissive raspberry.

"Yeah, sure, I'll take a nap while I wait for you to show up."

This time a faint smile actually crossed his face as he dragged a heavy hoof through the rich soil, leaving a clearly defined start line, he stretched mismatched wings, giving them a few beats to get warmed up. He and Dash both took their positions behind the line.

"Ready?"

"Always."

He nodded.

"Go."

Like a multicolored missile, she was off. Right out the gate she took the lead, blowing past him without effort.

"Yeah, just what I thought, not even a challenge...WHOA!!"

So caught up in congratulating herself, she had almost flown head first into a low hanging branch. She flared, swerving hard to avoid knocking herself out cold as she flew on. The closer they came to the boundary of the Everfree, the denser the trees became. The canopy growing thicker, darker, squeezing out the last few rays of sunlight as she flew on.

"Dang, that was a close one...should still be ok though..."

As focused as she was on avoiding serious head trauma, she failed to notice the faint sound of something big...and fast, moving unseen past her through the dense undergrowth.

Any chance at straight flight, or anything remotely approaching speed dissipated as the trees closed in, trunks brushing against her wingtips and branches running along her flanks no matter how skillfully she tried to move.

Several moments and a few more close calls later, she had maneuvered through the trees and came out into the small, dark open space between the trees. This far in, almost no light made it through, the area lit instead in a faint, off putting green glow cast by patches of phosphorescent fungi. This place stank. A nasty mix of decay, stagnant water and, very faintly, some harsh, chemical stench. She landed, fresh scratches and grazes marring her usually spotless sky blue coat, a particularly determined twig sticking sideways out of her ruffled mane.

"Heh, even after all that, still beat him."

"No, not quite."

Her head snapped to the left at the voice, sharp pegasi vision detecting something moving down by the water. No further noise accompanied its movement, the faint gurgle of sluggish water and her own slightly labored breathing the only sounds, as odd as that was in the middle of the day.

Slowly, or as was becoming more apparent, moving at his normal pace, Behemoth stepped forward into the meager light cast by a patch of the mildly disturbing, malformed and irregular mushrooms. Even then he was little more then a dim outline, only his stark white, right eye catching any light. The rest of his towering form seeming to drink in the illumination, reflecting nothing back.

"Seems you had an...interesting trip out here, miss Dash."

He smiled, the white of his teeth reflecting the greenish hue, giving his large form a more sinister look. He reached out to her with an agile wingtip, and she found herself fighting the urge to back away.

~No, stand your ground, don't let this big jerk spook you that easily.~

He reached up, plucking the wayward branch free of its rainbow prison, casting it aside, where its muted impact with the soggy earth still made more noise then he did.

"How the heck did you beat me out here, no way you coulda moved that fast through those trees, not as big as you are...ok, who is it, who magicked you out here, that's it, isn't it, you gotta unicorn friend hidin in the trees dontcha?"

His laugh was a sound of genuine humor, there was no cruelty or mocking in its low, rhythmic beat.

"No, nothing like that. My victory was acquired in a much more...mundane fashion then sneaky unicorn ninjas hiding in the trees."

"I didn't say anything about them being ninjas..."

She replied, looking away for a second as she realized just how silly her accusations sounded.

"But, ok then, how the heck did you beat me?"

As a response, he stepped up into stronger light, his wings already unfurled to the maximum. Dark blue with black primaries stretching up towards the low hanging branches.

"Yeah, ok, very stylish an all buuu-huh?"

Her snarky comment turned into a strange noise that had the upturned inflection at the end which denoted it was a question of some sort. She watched, mouth agape, as his wings spun full around in their sockets, tracking clean around like an owls head, until those dark trailing edges were facing forward on upside down wings. He took note of her shocked look with a grin.

"Yeah, its an interesting little trick. I'll never match you or most anypony else in flat out speed, but..."

He illustrated his point by taking to the air with a few heavy, and upside down, beats. Showing no discomfort, he proceeded to fly sideways, backwards, he even managed to pivot his wings in line with his body, left one out in front, the right trailing behind, and still managed to stay airborne.

Rainbow Dash shook her head, snapping herself out of her bug eyed, jaw dropped gaze, and managed a reasonably coherent response.

"Holy friggin Celestia that's awes-ahem, I mean, yeah, that's kinda cool...if you're into that kinda thing...which I'm totally not."

He looked at her in silence for a few seconds, that oft raised eyebrow climbing up his face once again.

"Hmm, of course you aren't...but on a random change of topic, I do have a question for you. Are THOSE new, and how long have they been showing up around here, I don't remember them."

Eye still fixed on her, he pointed to one of the malformed, abnormal glowing mushrooms. Her response was preceded by a dismissive snort as she brushed past him, heading down towards the stream.

"What, the freaky glowing mushrooms? I dunno, coupla weeks, coupla months. Don't really keep track of when an where shrooms are growing."

"Hmm. Interesting."

She rolled her eyes, hop/flying down an undercut embankment to the water as Behemoth turned to follow her.

"Oh yeah, mushrooms, real exciting..."

She leaned down, towards the cool, running water, a drink sounding mighty nice after the little jaunt through the trees. Behemoth, however, picked up a faint, familiar odor from the water. A strange, chemical stink he couldn't quite place...

"That might not be a..."

He was cut off by the sound of her noisily gulping down mouthfuls of the cool water.

"...good idea..."

The water perked her up right away, a tingle running through her entire body. A feeling of warmth spread through her, dulling her vision, her hearing, but heightening her sense of smell...everything was just...awesome. After a moment, the tingling moved, drawing together from her extremities like water into a straw. Concentrating that heat into one certain location.

"Mmm, that's better..."

And it was. She hadn't felt like this in weeks. A strong, musky scent came to her then, and she turned towards it with a predatory grin, a trickle of clear fluid running down the inside of her thigh, unnoticed by both of them.

"Hey, Behemoth, I've got an idea...lets go again. This time, through open air, whaddya say?"

"Heh. Wouldn't be a challenge. You've got the speed, hands down. I'm stallion enough to admit you'd beat me flat out in an open race like that."

She sauntered over to him, that smile still plastered on her face, she hopped into the air, taking her up to his level with a few lazy wing beats.

"Oh c'mon. Mister big, bad, scarred up guard pony isn't up for a little challenge?"

~Hmm...something about this seems...off...but it wont hurt to let her patch up her ego...~

"...Sure, why not, where too this time?"

She hesitantly tore her gaze away from the male form in front of her, the scars, wounds and damage that had slightly disgusted her a little while ago...now she found them...delicious. Hard to look away from. Her keen vision picked out a suitable goal. She pointed it out, drawing his attention skyward, to a wide, flat, cloud bank a quarter mile above.

"First one there wins!"

He looked back to her, an eyebrow already raised.

"Wins what, exactly?"

"Well...I'll tell you after I win!!!"

And with that, she blasted off into a steep circular climb. Long, thin wings beating casually as she swept up higher and higher. As before, she lost sight of him quickly...this time however, winning wasn't her goal.

"Heh heh, this oughta be fun..."

She banked in from the side cruising low over the undulating cloud at speed, anxiously waiting for...

A huge, dark form heaved clear of the cloud directly in her path, wings proportionally shorter and wider then hers powering him straight up through the body of the cloud itself, streamers of shredded cloud vapor trailing from each wing and rising from his short black mane like billows of steam.

A motion blur with wide red eyes caught his attention right before his rear hooves touched the cloud top, his golden eye snapping open in mirror of her's as they met, a fraction of a second before she plowed into his off balanced form as close to full speed.

The two of them tumbled over backwards, carried by her momentum into a sloppy series of end over end rolls. They tumbled around and with each other a good distance across the springy cloud top, before finally coming to rest.

Eyes closed, she could feel that she was lying on something warmer and firmer then a cloud should be. She started speaking and gradually opened her eyes.

"Owww...where the heck did you come fro-"

Crimson eyes shot open in alarm as her vision swam into focus and she realized that there, just inches in front of her nose, were Behemoths ponderous balls. As his large form twitched underneath her, she looked farther down, realizing she was lying full over his dormant stallion-hood. She smiled. This couldn't have turned out better if she had planned the whole thing.

The view from Behemoths end was equally tantalizing, as his own sight returned, his field of view was filled by a taut and tiny cyan blue rear. A perfect form of athleticism and muscle tone. Strands of her multi hued tail splayed across his face, dancing slowly in the steady wind. Just the slightest hint of pink showing below the vise tight plot scant inches in front of him.

"Whoa, that's...whoa..."

He had intended a rather more articulate and pun-y reply, but that thought went away as he noticed a pearl of dewy wetness trickling from those pale pink lips down onto his chest.

~Huh...guess she REALLY likes going fast...~

"Ohh, I get it now, ya big ol bastard..."

~That's swiftly becoming a common title for me...~

He mused this for a few seconds as she continued speaking.

"This was all a trick, you get me out here, an beat me by tricking me..."

She reached out, taking his still (mostly) flaccid member in a tight grip. This, for some reason, ended his other musings, focusing him quite quickly.

"..an then, knowing about my amazing and honorable sportsponyship, you'd take advantage of that bet and make me do dirty and perverted things, like this!!"

"What the hell are you...oh..."

She started low, pressing her tongue along the top side of his shaft, right where it met his wide stomach. Slowly, she worked her tongue up the length of his expanding erection, not drawing it away from his skin until she reached the broad head.

"Ya really are a pervert you know," *lick* "Should be ashamed of yourself," *slurp* "taking advantage of me like this..."

Her play at bring the "victim" ended as her mouth found itself involved in activities more important then berating him. She started by sucking in just the tip, working a few inches up and down with quick bobs of her shaggy maned head.

~This doesn't make any damn sense, but...aw fuck it...~

Determined not to be outdone, Behemoth set his own tongue to work, trailing it up the back of her powerful thigh, running it up over her cutie mark, tasting her lighting as he worked up to the base of her tail. As his well practiced tongue flicked across the base of her tail, it twitched in reflex, long strands of rainbow flipping across his face.

An audible pop was heard as she released his cockhead and looked over her shoulder at him. A look of anticipation poorly hidden behind a almost comically over done look of disdain.

"'Bout damn time you got involved, you're not gonna be the only one gettin off up here, mister."

He didn't respond, instead choosing to raise an eyebrow as he worked down from the base of that rainbow tail, teasing around the tight little indent or her plot hole, and sending his agile tongue between her nether lips before ending up with a flick of his tongue and a quick suckle on her clit.

A chill ran up her spine and she shuddered a bit as he set to work.

"Ohhh, you b-...mmm, uh...yeah..."

She went to work, silencing herself with the aid of the thick cock standing proud in front of her, lips stretched around its girth, one hoof rubbing along the shaft, the other gingerly caressing his balls. She worked a few inches of him in and out quickly, her tongue painting the thick head in broad strokes, her lips not even reaching half way down. Each time she rose up, his cock glistened with her spittle, shining and slick with wetness, running down and soaking his balls and the hoof that played with them.

His own had risen to either side of her, large black hooves obscuring her cutie marks and holding her in place for his enthusiastic tongue. He tortured her, working that long pink muscle achingly slowly, every lick, every lap, every flick exaggerated and drawn out. She writhed and bucked against his muzzle, a grunt of frustration reverberating through his erection as she urgently sought release. Finally, she had enough.

"Grrr!! Alright, that ain't gonna cut it!!"

She pulled up away from him, using a quick wing burst to flip herself around to face him, hovering over his large body as he laid back with a satisfied smirk, as he spoke, his eyes were fixated on her crotch, literally dripping with her juices and his saliva.

"Something wrong, Dash, not enough...heh, speed for you?"

She scowled at him, the effect of it softened a bit by how flushed she was, and how her body trembled a bit in the air over him.

"Yeah, guess I'm gonna hafta set the pace again..."

She looked down, frowning a little in concentration, biting her lower lip as she maneuvered her aerial form down over his ready spear. She stretched down with a hind leg, holding it steady as she lowered herself down onto it.

"Ohh....ohhh cr-crap..."

Inch after inch disappeared up into her, his eye watching as her face contorted into surprise, then discomfort, pleasure, then back to determination. They shared a moan as she reached her limit after taking only half his length, a shudder running up her spine, throwing off the steady beating of her wings, almost causing her to lose control of her flying.

"Ahhhh...o...ok, so you got the whole...mmm...size thing, I'll give you that..."

"Heh, you ain't seen nothin yet rookie."

His wings shot out, turned 180 degrees, and pushed them up into the air, powerful beats peeling strips of vapor from the cloud top, sending it curling up around them as they gained altitude.

"Whoa, what the...whooooaaa..."

His upward motion pushed him deeper into her, pressing his thick head against her womb. She had to flap faster to keep up, rising and falling, squeezing and pulling along his length with each of their mis timed flaps.

They rose higher into the late afternoon sky, shot through with oranges, reds and a long strip of vibrant pink stretching like a bow across the aether as the sun seemingly exploded on the horizon. Both flying into this splendid evening, their only contact him inside of her, the steady winds at this altitude tugging their manes and tails back and forth, cool gusts sending chills through their sweat slicked forms as she rode faster. A cyan blur connected to a mountain of midnight blue by a motionless jet black tower.

"Ohmygoshohmygosh..."

Her head was back, rainbow mane cascading down between wings whose smooth motion was becoming more and more erratic. Behemoth noticed her steady rise and fall along his girth start to shudder, start to falter. With a grin she didn't see, he decided to end things with a bang.

"Hey, Dash..."

She looked down at him, eyes half lidded and glazed by the fury of her impending orgasm, just a hint of confusion slipping past the undiluted look of lust.

"You ever cum in free-fall?"

Her eyes shot open as he rolled over, not waiting for her response. He reached up/down, grabbing hold of her trim, athletic form tightly, as he folded his wings and pulled them into a dead drop. As gravity took hold, her stomach climbed up her throat, the last of her composure dying with a strangled cry of ecstasy and surprise.

"WHAT THE HELL!!!YOU CRAZY, AWESOME BASTARD!!!"

She writhed and bucked against him, throwing herself against him as she came, the taut muscles of her flat stomach clenching, pulling her forward against the heat of his chest. Powerful limbs going slack, an electric tingling running through her, sapping all her strength as her extremities went numb from the height of her pleasure. She succeeded in forcing his cock deeper then ever before into her sopping cunny. The terminal velocity wind sheer pulled their manes and tails vertical, streaming behind them like the tail of a multi toned comet as they hurtled towards the ground.

"Ohh...ffffu-uucckkkkk..."

His eye trembled shut as he started cumming, the two of them plummeting down through the cloud they had started on, the force of their passing pulling it down behind them into a conical vortex of vapor as he filled her with his seed as the trees screamed up at them.

~That was fucking amazi-oh shit.~

His eye snapped back open and his wings with it as he remembered where they were. The sudden shock of deceleration enough to tug his erection free of her, a torrent of their mixed fluids free to trickle down into the trees as they glided over head. Past the point of giving a good Celestial damn, Dash moaned and shuddered happily, snuggling up against him as he took them down onto his hill top in a sloppy, staggering landing.

"That was...yeah. Maybe your not such a bastard after all..."

He released her shortly after they landed, both getting their legs under them, showing all the grace and style of newborn giraffes as they stumbled about.

"Heh, still am a bastard, just for other reasons..."

Any more conversation was cut off by the beautiful, powerful voice of his princess clearly heard echoing in his head, before he'd had a chance to even catch his breath.

~Get to Fluttershy's, Derpy's waking up.~

9: She Awakens

He was through the wooden door and into the warm, earthy smells of Fluttershy's cottage before anypony inside had even registered the fact that the door had opened. Anypony, except the one that always knew exactly where he was. She was waiting for him as he entered.

Their eyes locked, but no words passed between them. None were needed. He strode past her without a second glance...then stopped, feeling her eyes on his back. He turned, and looked her square in the eye, a look of intensity in his one golden orb she rarely saw... She met his eye without falter.

Silently he leaned in, kissing her softly. The tenderness of that simple act leaving to no doubt his thanks for her being here, now, and what he knew it was going to require of her. He pulled away, heading back towards Fluttershy's closed bedroom door, just as an out of breath Rainbow Dash darted in through the still open front door.

"Where...is...oh...hi princess, didn't know...you'd..."

With a faint smile, Luna nodded towards Behemoths departing back, before turning gracefully to follow him, her voice low and steady.

"Come on, shes in here."

Three more bodies crowded into an already cramped room. Fluttershy was off to one side, watching intently, brow furrowed with a deep look of concern, watching carefully with a rather annoyed looking little white rabbit clutched to her chest.

Derpy was on the bed, the covers had been thrown back exposing the bandages across her sternum. Her beautiful grey coat was matted with sweat. Her head was lolling back and forth, her body, much thinner now, was thrashing back and forth, clenching and contorting, flailing. Low murmurs and faint mumbling could be heard coming from her.

Standing over her, head down, her entire body trembling with the exertion of the magical force emanating from her, was Twilight Sparkle. The unicorn mares eyes were screwed tightly shut, her mouth a grimace, her horn glowing white with the effort of her magic. A single drop of bright red blood ran out of a nostril and down her chin.

"Oh, Twilight..."

"P-princess, where did you...?"

"Not now, Twilight, focus on what you're doing or no one will leave this room alive."

Luna slipped forward, her lithe form slipping through the press of bodies effortlessly, sidling up to the smaller purple mare. She leaned down, pressing her horn to Twilight Sparkles, Luna's eyes closing as she spoke, her own horn flaring in the fading light.

"Here, let me help...I've done this before..."

Dash stepped up next to Behemoth on the other side of the bed, looking back and forth between her friend and her princess, crimson eyes wide. As she looked closer, she could see that both Luna's and Twilight's eyes were glowing behind their lids. Over flowing magical essence shining through the thin skin.

"What the heck are they doing?"

She wasn't expecting a response, and jumped a bit as the stone still pegasus next to her answered her rhetorical question.

"They're guiding her back...helping Derpy to come home to us...it is...not an easy or pleasant thing, to go in that deep..."

Dash looked back across the bed, confusion in her eyes.

"Guiding her back...from where?"

"She is fighting us..."

Dash started, jumping up and back as they spoke. Luna and Twilight speaking the same words, at the same time. Their voices blending together into a single line of speech.

"She is coming back too hard, pushing too fast...if we cannot slow her...she wont come through alone..."

There was something deeply disturbing in the way they spoke, the sounds coming out in both their voices...neither mouth moving to form the words. Dash backed away, eyes wide, and wrapped a wing protectively around Fluttershy, who had flattened herself into a shuddering ball of terror in the corner. The two pegasi watching as two of the most powerful magical entities in existence struggled to contain the fury of what was coming.

"She is...too much...we...cannot...hold..."

Even Luna, as powerful as she was, was trembling, shaking like a leaf. Their eyes had disappeared, hers and Twilight's both into a white glow of power kept barely in check. With a loud crack, a pinkish, purplish maelstrom of magical essence spun into being over the bed. Discharges of pure magical lightning shooting out of the miniature hurricane over head. Brutal, unearthly winds hammering through the room.

Over the cracks of thunder and the howls of unnatural wind, something could be heard. Something shrieking and howling. Something baying in white hot hatred and raging blood-lust. Something drawing closer.

Fluttershy was sobbing, her face buried against Rainbow Dash's chest. Dash staring wide eyed at something she couldnt, didnt dare try to comprehend as it took form in that swirling tempest. Its hate filled gaze turned away from the Rainbow mare, falling on Behemoth. He stood, a boulder motionless in the sea of ethereal power flooding the room. His head tilted to the side, favoring his one good eye. It fixed unblinkingly on the apparition as its form solidified. This wasn't their first encounter.

'It' howled, sensing old prey. Its anger rattling the windows in their sills. Behemoth looked away and leaned down, ignoring the gales of foul smelling wind, the magical lighting which singed his mane with a close shot, and the...thing bearing down on him. He ignored the fury and the form, and leaned down, his lips to Derpy's ear.

None could hear what he said, the maelstrom was too powerful...but they all felt the power of those silent words. The...thing in the clouds howled in rage, a sound of pure, unadulterated hatred as its prey was swept out of its grasp...again.

With one final, sudden and echoing clap, the maelstrom sucked into itself, imploding violently into nothing. Leaving only the stink of ozone behind. For a few seconds, the room was still, silent. Twilight was the first to move, staggering across the room, she flung open the window and stuck her head out, the sounds of her being violently ill drifting back into the room.

Fluttershy moved next, over to her friend at the window, putting a foreleg around Twilight's back, murmuring words of support even through her own fear. Twilight was heaving, trembling, her legs barely kept under her as Fluttershy did her best to comfort her reeling friend.

Voice trembling, her eyes still fixed on the space above the bed, Dash summoned the will to ask.

"What...the hell...was that thing?!"

Behemoth glanced over to her, his eyes moving but not his head.

"We don't know. It...doesn't have a name. It wanders the areas between the planes, randomly, as far as we can tell. And it makes sure that once something has crossed between, it doesn't come back...well, at least that's what it tries to do."

Rainbow looked to him as he spoke, the look of confusion deepening the more she heard.

"How do you know all that?"

"There was a time where I was between as well... much deeper then Derpy was here...I know that thing very well, as well as any who still have a pulse. Its dangerous, powerful on a level we can't even fathom, but we don't know what, exactly, it is."

Dash shuddered involuntarily, remember the look in its eyes. The hungry, predatory glint. She had no doubts as to its intelligence.

Before Dash could respond, however, a third voice, ragged, tired, but still beautiful joined their discussion.

"Well...that was...unpleasant..."

Luna was leaning heavily against the bed frame, her eyes deeply sunken. She look pale, drawn, gaunt. Clearly exhausted by what she had just undertaken. She cleared her throat roughly, and with a slight turn of her head spit out a phlegmy red glob of blood onto the floor in a very un-princess-ly manner.

Still leaned forward, protectively over Derpy's now still form, Behemoth met her eyes across the bed.

"Are you ok? That looked...rough."

Lunas response was preceded by a harsh bark of laughter.

"Heh, yes, that would be one way to put it...no, I'm not ok...but I will be."

"What the hell happened, it was supposed to go much smoother then that."

She nodded, already looking a little better, and half sat on the edge of the bed. She looked to the pale and trembling form of Twilight as she turned back into the room, Luna's gaze lingering on her for a moment, silently appraising, looking for any lingering effects. Apparently satisfied after a moment, she gave her sisters prize pupil a little nod and a faint smile, before turning back to Behemoth.

"She apparently decided shed been between long enough... instead of slipping back up easily, smoothly, she just...charged. Smashed her way out and started fighting her way back up."

She looked down at the gray mare, now resting peacefully. Luna shook her head, her tone changing just a bit. She was impressed in spite of herself.

"I didn't even think that was possible, but she...well, she did it. Suppose I really shouldn't be surprised, you two are related...seems being stubborn and bull headed runs in the family... Got "its" attention though...it doesn't like folks leaving, as I'm sure you remember."

His face was a blank mask, and silence reigned for a few seconds before her replied.

"Yes, I seem to remember something about-"

"B...Behemoth...?"

His heart twisted, plummeting into his stomach like a stone. Her voice was different... older, more mature then he remembered, and very, very tired. But it was her. He looked down, his neck feeling as if it were encased in cement. As his golden eye met hers, the twist and pull struck again, yanking the breath out of him and tears into his eyes.

"Big brother...is that...really you?"

Two big, beautiful golden eyes looked up at him. Her two the exact same shade as his one. She looked confused, her face scrunched up as though she didn't quite trust her own sleep filled eyes. Behemoth swallowed past the moon sized lump in his throat, his mouth searching silently for words that wouldn't come. In a passing way, he was aware of everypony else in the room crowding in around the bed. The horrors of what had been seen and experienced just moments ago forgotten. At least for now.

"Yeah...yeah Derpy, its me..."

He didn't even recognize the sound of his own voice as it croaked out. His mouth was as dry as an Appleloosian summer. His tongue glued to the roof of his mouth. Slowly, obviously still sore, she leaned up, wrapping her forelegs around him, pressing her cheek against the side of his neck. She sniffled, and he felt her quiet tears soaking into his neck.

"I knew you'd come back...sooner or later..."

Her voice was a little muffled and a lot tired, but the happiness in it was obvious.

"Everypony told me you wouldn't...that after the...after what happened, you were gone forever...that you were...dead."

She leaned back away from him, laying back down with a weary sigh. Tears streaming down her hollow cheeks, and a great big smile set on her face, she looked around the room, meeting each face in turn.

"I knew better, I knew you'd come back..."

She looked back up to him, meeting his eye once again. Still smiling happily, she answered the silent question she read in that one golden sphere.

"I knew because you promised."

It was several hours farther on, deep into the night and swiftly approaching tomorrow. Late as it was, Fluttershy's living room was still lit by the flickering light of an oil lantern set in the middle of the room. The normally cozy space was crowded with bodies.

All who had been in the bedroom were here now. With one new addition. Twilight and Rainbow Dash were on the couch. Dash was laid back, dozing after a long and eventful day. Twilight, still looking pale and drawn, was hunched over the coffee table, a scrap of fabric on its surface holding her attention as it had since Behemoth first placed it there.

Opposite them, sitting on a selection of mismatched pillows that Fluttershy had generously provided, were Luna, Fluttershy herself, and then Behemoth and Derpy. Derpy had started to fall asleep long before, but adamantly refused to leave her brothers side. She was still there, fore legs wrapped around him, her thin, but adorable face buried against his ribs, snoring away happily.

The last figure, the new addition, was pacing back and forth at a slow, steady pace. A unicorn stallion, thin and wiry. His muscles moving like coiled cable, hard as steel under the stark white of his coat. His mane silver streaked black, cut down to just a few inches. Pale blue, almost white eyes set in a deeply lined and creased, almost leathery face, topped off by the dark spear of his horn.

Even out of uniform, without the bulk of his heavy plate armor, he still moved with precision, power, and purpose.

He hadn't stopped moving for more then a few seconds since he had arrived with Luna earlier. He spoke, his voice was rough, gravelly. A voice long used to bawling out orders and having them obeyed. Although he was speaking softly as a sign of consideration for Derpy, his voice still carried weight. It took a real effort to look away from him when he spoke.

"What it boils right down to, is they're a cult. No other way to put it. Call themselves the 'Children of The Celestial Order', and to put it bluntly, they're bat shit crazy."

He stepped over, refilling his mug from the pot of tea Fluttershy had put out in her endless care and consideration. He took a drink before continuing.

"Heh, you got me addicted to this stuff, Capta-... uh...Si-... hmm. 'Behemoth'.

The two of them shared a grin at his trouble finding a suitable term, neither had gotten used to the change in their dynamic quite yet.

"Well, at any rate, they worship Princess Celestia, and everything about her. She's their...god..."

"Pfft, yeah, everypony respects the Princess...she is pretty radical an everything..."

Dusk Shield looked politely to Rainbow Dash as she sleepily chimed in, those storm cloud eyes fixed on her like weapon sights. He waited until he was certain she was finished before he responded.

"Yes ma'am, we do. But they WORSHIP her. Prostrate themselves at the mere mention of her name, refuse to even look at her. Anything she touches becomes a...a holy relic. Anything to serve her, becomes a divine quest."

He shook his head, taking another sip from the cup he was magicking along with him as he paced. Luna was frowning mightily as he spoke, but thus far had held her tongue.

"Now, by itself, that just sounds like a group of peaceful whack jobs. Not a real threat."

He stopped his pacing, and turned to face Behemoth, speaking again once he'd caught his eye.

"The problem is, they're not just peaceful whack jobs. Businesses that refuse to fly their flag," he pointed to the scrap of fabric that had so deeply enthralled Twilight, "mysteriously burn down. Folks who speak out against Celestia's supposed god status have 'accidents', accidents which are becoming increasingly fatal."

He sighed in annoyance, finishing off his mug with one long draw.

"You remember the 'Citizens for Open Discussion'?"

Behemoth nodded, the corner of his mouth turning up just slightly.

"Yeah, aren't those the ones who wanted to talk about a new form of government? Something where the leaders where chosen the same was as mayors, elected, not emplaced by birthright?"

Behemoth looked over to Luna, who looked back at him, her face set in a non committal mask. If she had an opinion about that particular idea, she wasn't in any hurry to share it.

"Indeed, that's the group. They've all disappeared."

Behemoth and Luna's heads both snapped back to the Captain at this latest bombshell.

"Wait, what?"

They spoke in unison. It might've been funny under other circumstances. Dusk nodded and continued.

"Every single one of them, gone. Families too, in some cases. Over a hundred registered members, and who knows how many unregistered and family, just up and vanished. On the same night, far as we can tell."

Silence reigned as this latest news sunk in. The possible implications clear to all. It was Luna who finally broke this latest silence, speaking quietly, but with clarity.

"Is there any evidence that my sister knows about this group, or its-"

"NO."

All eyes in the room turned to Twilight Sparkle as she spoke for the first time in almost an hour. She was still looking down, turning the black scrap of fabric over and over in her hooves.

"No. There's no way she'd let something like this go on if she knew about it. Its not possible. Shed never condone attacking Derpy, and she wouldn't want to be worshiped, or to be seen as a god."

She looked up, eyes moving around the room, meeting each of them in turn.

"I refuse to believe she could have any knowledge of...this."

She tossed the cloth to the table, shoving it away from herself for good measure. The bright green, crudely sewn Celestial Sun clearly visible.

Dusk Shield broke the following awkward silence after a few seconds, turning from Twilight to face Luna.

"Well, for what its worth Your Highness, I agree with her. I've spent the vast majority of my life serving her, and think I know her pretty well. Miss Sparkle is right. This wouldn't be happening if Celestia knew anything about it, which..."

He walked back over and refilled his mug once more, then turned to face the princess and his former commander, not looking forward to this next suggestion.

"...Brings me to my next point...we have to tell her about this."

The room erupted as several voices all tried to respond at once, each drowning each other out in a mindless cacophony.

"Oh, I'm not sure that's a very good id-" Fluttershy started.

"No, we shouldn't both-" Twilight continued.

"ZzZZzzzz...*snort*...zZZZzZZzzz..." Rainbow added articulately.

"Quiet."

The voice was softly spoken, but brooked no dissent. The room was plunged back into silence by that single word. Luna had spoken last, and her eyes were on Derpy, watching as she shifted and settled, snuggling back against Behemoth after their noise had almost woke her. Once she was certain the bandaged grey mare had slipped back off, she spoke.

"We will speak to Celestia. We have to know why they came after her. Why such a mob would assault such a...sweet, innocent, being. It wasn't random...they were on a mission. Any ideas on that front, Captain?"

His response was immediate and predictable.

"No ma'am. So far, our investigation hasn't found any reason for their attack...as far as we can tell, the longest conversation shes had with any of the 'Children', were general pleasantries as she delivered one or anothers mail."

Lunas forehead creased into a frown. Shaking her head, the motion sending the sparkling glory of her mane sweeping back behind her, billowing in a wind only affecting it.

"That just doesn't make any bloody sense! A mob doesn't just randomly decide to chase down and attack a mail mare for no damned reason, I don't care how 'bat shit crazy' they are. Keep looking, Captain, there has to be a reason behind this. The full resources of the Lunar Guard are to be dedicated to this task."

The shadow of a grimace flickered across Dusk Shields face. His halting reply betraying his concern.

"With respect, Highness...your sister wont approve of the Royal Guard being used in this manner...she will...object. Loudly."

She looked up to him, her gorgeous turquoise eyes flashing with determination, and more then a little anger. Sitting on the other side of the table, watching this exchange, Twilight could've sworn that, for just a split second, for the barely there span of a single blink of an eye, that Luna's pupils had taken on a distinctly more... vertical appearance.

By coincidence, at that exact moment, Behemoth looked up from Derpy, his wide head turning with a pendulous swing to bring his good eye in line with his princess. With the faintest brush of a wingtip, he drew her head around. Their eyes met, and her fury seemed to abate, just a bit. With the slightest of movements, she nodded. It was still a few more seconds, their gaze held, before she finally replied.

"You let me worry about Celestia, you just follow my orders Captain. Those responsible WILL be held accountable for this. Find them. Dig them out of whatever holes they've buried themselves in. In the mean while..."

She smiled. Her eyes still locked on Behemoths. There was no humor in that grin.

"You and I are going to pay a visit to my dear, benevolent sister."

After a moments silence, he pulled his gaze away, looking out the window over the attentive form of Twilight and the snoring form of Rainbow Dash. He spoke.

"We wont get any help from her on this...and my presence will only make matters more...volatile..."

She took a breath and opened her mouth to reply, but he continued before she could speak.

"This will not end well. Still..."

He turned back to her, the corner of his mouth tugging up just a bit.

"If you want me there, I'm there."

10: All the Way to the Top

The stone cobbles shattered, sticking up around each of the Kings six legs as it strode forward. Each chitinous appendage as big around as a healthy tree, its weight cratering the heavy paving stones with each step. The wide, chimney like tubes rising from its back let loose a blast of steam, the monsters breath, forming a foul smelling fog around its ponderous, armored hooves and heightening its already impressive similarity to a slow moving locomotive.

To Behemoths left, Solstice was in a pitched fight with half a dozen changelings, and was holding her own. The broken forms of over a dozen more littered the ground around her, a testament to her speed and ability. Another fell, viscous, stinking black fluid jetting from its neck as a wing blade severed its throat, almost too quick for the eye to follow. The storm cloud grey pegasus mare was a study in fluid grace and peerless lethality.

A casual, almost slow motion swing of one the Kings massive scything blades caught Solstice full across her right flank, the power behind that slow swing flinging her armored form into the air...she came apart before she hit the ground with the thud of meat and the clatter of rent steel. Her dark eyes, always full of cockiness and confidence, were now wide, surprised, staring lifelessly at her captain. Behemoth hoped she'd died quick.

With a sharp intake of breath, the cobbles of the Lunar Citadel faded. The sounds and smells, the taste of that night, and the twisting feeling it left closing the back of his throat. Those didn't fade so fast. He was back in the train, the spires of Canterlot growing larger beyond the windows of the passenger car. The great city back lit in the vibrant hues of flame as the sun climbed slowly over the horizon.

"You were back there again."

It wasn't a question. He turned to meet Luna's eyes as she spoke, her voice quiet and calm, those amazing eyes betraying the concern she always felt whenever he...slipped.

"Yeah..."

"Bad this time?"

"...Same as always."

She hugged him slowly, wrapping both fore legs and wings around his larger form tightly. She laid her face along his, her lips next to his ear, and spoke just loud enough for him to hear. He was stock still, sitting bolt upright. His golden eye was clear as it stared off over her head, it reflected the light of the rising sun. The memories never faded, but this close to Canterlot, they were always...more vivid.

"You did everything you could...more then any other could have..."

"Maybe...but it still wasn't enough."

The sun had been up for barely an hour, long shadows still filled the streets, and the bustle as the populace of Canterlot began their morning commutes was just beginning. Sitting at her throne, Celestia took a moment to silently relish in the feeling of the grand city slowly coming to life just beyond the palace walls.

That moment of quiet peace and reflection didn't last long. It never did. It was chased away by a mildly annoying, incessant drone. As her focus shifted, that obnoxious hum resolved itself into words. The massive throne room was barren, save for herself, half a dozen advisors and ministers, and the ever present, silent and statuesque forms of the Celestial Guard.

"-and so, Princess, we are seeing a decrease of approximately 31.415 percent in gross yield tonnage over the last year from the various agricultural institutions in and around the Ponyvil-"

She was doing her best to feign interest in his emotionless monologue, but crop yield reports were never exactly thrilling. She was the first to notice the disturbance beyond the massive, ornately carved main doors leading into her audience chamber. A slightly annoyed, but pleasantly familiar voice could be heard as the heavy oaken doors heaved open.

"-don't give the slightest of damns what collection of random bureaucratic troglodytes shes currently amusing, I'm going to speak to my sister, and they can damned well get over it!!"

Still low in the sky, the sun cast the new arrivals shadow out before her, crisp and dark on the thick woven carpet leading from doors to throne. For Celestia and those near her, the approaching figure was silhouetted by the bright light streaming in from outside, nothing more then a dark, long legged shape moving with graceful purpose.

The various minions milled about, murmuring to each other in dismay at this sudden breach of etiquette. They squinted into the light, trying to identify who might have the gall to interfere in such a manner. Celestia, for her part, was smiling, the Sun Princesses eyes twinkling in joy as she of course knew full well who was approaching. They didn't see much of each other these days.

"Ahh, my dear little sister, its always a pleasure to see you, what-"

Celestia stopped mid sentence as she noticed that her sibling hadn't come in alone. The look of delight dropping off her face as she recognized the dark blue and black form walking casually up to stand next to Luna. Behemoth and Celestia looked at each other in silence for several seconds, her face diplomatically blank, his battered and scarred facade decorated with a slight smirk. He stood lazily, eyes half lidded. She spoke first, the quiet of her voice and the careful enunciation betraying the fact that she wasn't as happy to see him as she was her sister.

"...I seem to distinctly recall informing you the last time we spoke, that if I ever saw you here again, I'd have you led out in chains."

At this, his smirk grew into a full grin. He nodded slowly.

"Yes, I do seem to recall something about that, still...annoyed with me, Celestia?"

Her only physical response was a slight twitch of the muscle under her right eye. her words was just as level as before, but a little louder.

"That would be one way to put it, guards, take him to-"

"Oh for the love of...would you two knock it right the hell off?"

Luna stepped forward between them, shooting the approaching guards a wicked glare, stopping them in their tracks, before looking back and forth between Celestia and Behemoth.

"I swear, there's nothing more annoying then having to play referee to a dick measuring contest between your lover and your sister. Could you two act like adults for the next 90 seconds, or..."

Her gaze turned, leveling on Behemoth. Those brilliant eyes full of power and annoyance.

"Did you forget the nature of what brought us here?"

After a moment where it seemed he was considering arguing the point, Behemoth sighed and nodded.

"Of course, you're right."

He looked up, meeting Celestia's murderous glare. He'd seen it before, felt the heat of it from this range more then once. Still, the idea of that much power, that plainly pissed at him...unnerved him. Just a little.

"Your...opinion of me is well known Princess, and I wont be here long. But this is important, it involves the safety and well being of many of your citizens, and we...I, felt you should hear about it directly."

The intensity of her cold stare didn't fade, but it was changed slightly with the addition of a bit of curiosity. She spoke quietly after a tense moment, her eyes never moving from his.

"Say what you've come to say."

He nodded slowly, taking a moment to pick his words carefully before he spoke. Subconsciously, his hooves came together, his back straightened and his head came up. Muscle memory had brought him to military attention as his report began.

"As I'm sure you're well aware, just over a month ago, I resigned my commission as Commander of the Royal Lunar Guard. That same night, as I was returning home to Ponyville, a mob, thirty three strong, was pursuing my little sister for reasons we haven't been able to decipher as of yet. They chased her through the town, eventually cornering her in a blind alley."

As Celestia listened, the look on her face changed from barely restrained anger as Behemoth continued his almost clinical report.

"They attacked her, both physically and with magic, injuring her severely. It is my belief that had I not intervened, they intended to kill her in that alley. She survived, but spent the following month in a comatose state as a result of the attack."

Celestia sat back, her face once again diplomatically impassive. He had her undivided attention.

"The day following the attack, a friend led me to my sisters home. Inside, four of the previous nights mob where waiting. They attacked us as we entered. They lost."

He moved for the first time since his report had begun, reaching back into his bag and pulling out a black square of rough fabric, big enough to be wrapped around a neck or leg.

"This was found, left behind as the apparent leader of that second group retreated."

Celestia magicked the cloth from his grip, pulling it up to get a closer look at it. She spoke before he could continue. A deep frown building across her usually calm and peaceful visage. This...disturbed her.

"I've seen this before, its..."

"The group who uses that symbol calls themselves the 'Children of The Celestial Order', they are a cult, ma'am, and responsible for-"

A voice, haughty and dripping with self importance, slithered out from behind the throne, preceding the figure it belonged to before it too emerged.

"How dare you call them a cult, you mindless brute. You know nothing of the 'Children', they are a great and respectable group, that has done wonderful things for the citizens of Equestria."

The figure was an obese, rust red mare. Dark, piggish little eyes darted back and forth, set deep in a face caked in an excess of garish makeup. Her voice was wet, almost slobbery, disdain dripping from every syllable as she stepped forward in a ridiculously overdone gown that was worth more then six months of a Guard Captains salary.

"You ignorant savage, you dare to come in here and make such wild accusations in...'HER' presence. Guards, eliminate this peasant!"

Behemoth smiled, his one good eye tracking to her, focusing on her as he spoke. The guards didn't so much as twitch.

"There are two voices in this room that command the guard, you pompous, over painted sow, and neither one of those voices belongs to you."

His gaze sharpened, his head tilting to the side a bit as he got a good look at the creature in front of him.

~You...I know you...where have I seen you before you hideous abomination?~

Luna looked to him, a faint frown adorning her exquisite beauty. She knew what he was thinking, and responded in turn.

~What? From where?~

Behemoths face went slack as realization dawned on him. His trained eye picking out details even as his mind recoiled from what it had deduced.

~She led the mob that night...she was there...she was leading the mob when they tried to kill my sister...~

Luna's head snapped from Behemoth to the creature standing next to Celestia. Celestia sat forward, a deep frown furrowing her brow. Behemoth had noticed a black strip of fabric, wrapped tightly around the bulging foreleg of the rust red mare. A bright green, Celestial Sun clearly visible.

~Left foreleg...shes one of them, not even trying to hide i-~

"Alright, that's enough!!"

All eyes in the room snapped to Celestia at this uncharacteristic outburst. All eyes except one golden. As one, the guards turned, their lances lowered halfway as they responded to their princesses out cry as she looked back and forth between Behemoth and Luna.

"That was...you two are...mind speak...? I could taste it...how is that possible...its not... you're not..."

Behemoth tore his eyes away from his target, glancing at Luna.

~We've done all we can here. We need to go. Now.~

"You come in here, making wild accusations without any proof, and you bring...HIM, with you, after you know full well what hes done?!"

Celestia's visible anger was growing with her volume, her normally kind and benevolent eyes flashing dangerously. Luna glanced back to Behemoth, nodding once quickly before she turned back and spoke to her sister.

"Alright sister, we've said our piece-"

"Get out."

Luna's eyes opened sharply, she...wasn't expecting the heat, the sheer, red anger in her sisters voice. She hadn't heard Celestia like this in over a thousand years.

"'Tia, I-"

"I said, GET OUT, NOW!!!! ALL OF YOU, OUT!! GUARDS, EMPTY THIS ROOM!"

Everypony in the room recoiled, only one of them had ever seen the kind, benevolent form of Celestia this angry. Her eyes flashed red, the room quaked with her fury, dust trickling from the tops of the decorative marble columns. Her form seemed to grow with her voice, glowing brilliantly, blindingly white...with the slightest tinge of dark running through the middle of that glow. The minions scattered, even the rust red sow departed quickly, ushered out by the suddenly mobile Royal Celestial Guard.

Behemoth nodded, a half bow of respect, meeting the fury of those now burning white eyes for a second before turning and starting back down the carpet towards the door. The audience chamber shook, a low, stone on stone grating could be heard as the masonry strained to contain the power within it. Luna held her sisters gaze a little longer, before she too turned and followed the dark blue shape out of the room without a word. An honor guard formed around her in formation, staying there until they reached the heavy oaken doors.

Those massive doors swung closed with the finality of a booming thud. The Princess and the Captain, (retired), walked side by side as they left the palace grounds. Luna spoke first. Her face set in practiced composure, to most, she would've appeared calm and collected. At ease, certain that the world was as it should be.

"That was unpleasant... I haven't seen her like that in... a while."

Behemoth wasn't most. He knew better, he could see the tension in the perfect way she carried herself, the slightly haughty tone of her voice. He knew she defaulted like this when something upset or startled her badly. She retreated into the safety and security of being a princess. The only life shed known for more years then he'd likely ever know. Celestia's fury had bothered Luna greatly.

He nodded as they crossed one of the many decorative bridges, the city of Canterlot spread out before them. He waited a moment before speaking, putting them out of earshot of the nearest guard and just beyond the palace perimeter.

"Yes, I served her for many years and never saw her quite that...unsettled. How are you after that?"

She looked at him, turning just a little too fast, her eyes just a little too wide.

"Me? Oh, I'm fine. Just fine. Tia's always had a temper, she just hides it better then most...No, I'm...perfectly fine..."

He met her eyes, a faint, almost sad smile crossed his face.

"No. You're not. You cant lie to me like you can to the rest. I know you too well."

Luna looked at him, anger with him trying to rise up and fill her. It fizzled before it could build any momentum, fading as she let loose a long sigh.

"Alright, no I'm not ok. That's...just not her. She doesn't blow up like that. It...it was almost like..."

She frowned, shaking her head, searching for the right word or phrase that would describe what she was suspecting. Behemoth waited, silent and still as one of the ornamental sculptures decorating the grounds.

"She...wasn't her. I mean, of course she was, I'd be the first to know if it wasn't her, but...it...that's just not her. She doesn't DO that. Not in a very, very long time. Even at her most upset, her most furious, she doesn't raise her voice, doesn't let her power come that visibly close to the surface...if she had slipped just a little bit more, that chamber would've been shattered like an egg shell."

Behemoth turned from her, looking out over the city. He agreed. In his many years of service, he'd seen her mad, furious even, but never that close to losing control. He nodded slowly after a few seconds consideration.

"Its not just her. Many are acting...not themselves. Somethings causing this...recklessness, this anger. Emotions seem to be stuck in high gear...inhibitions are fading more and more by the day. It is...troubling."

"Any ideas what might be behind it?"

"No. Not yet. But that's a trouble for another day. As for today, however, today was a success. We know where we stand now. We know who the immediate enemy is. And that's the first step to-"

"You. Behemoth."

He stopped mid sentence, turning slowly, coming face to face with the beady eyed mare, just on the other side of the thick, ornate gate that had swung shut behind them a few moments previously. She had appeared with surprising speed and stealth given her bulk.

"You shouldn't have come here. You ought to have been wise enough to leave this alone, it is too far beyond what your feeble mind can comprehend." A slow smile split the rotten tomato of her face. "Give your darling sister my best, wont you? I do so look forward to seeing her again."

Behemoths reply was quiet and emotionless, as if he were commenting on the weather. It was not a threat, it was a simple statement of fact. The flatness of his voice sounded strange, out of place on this bright, cheery morning.

"The next time I see you, I'm going to kill you."

As song birds happily chirped away nearby, Luna started forward with a snarl very unlike her, horn already glowing with building power. Her pupils flashed vertically, appearing almost snake like as she moved.

"Why wait, I'll eviscerate this bitch right-"

The mare recoiled a bit, eyes widening at Luna's anger. The porcine creature turned, retreating back towards the palace in a hurried waddle. Luna was kept from pursuing by a dark blue, black edged wing.

"No. Not yet. Soon, but not yet. Let her go."

He gently guided her around, steering her back towards town, she let herself be steered. At his touch, her eyes had returned to normal. She was obviously struggling with her anger. They resumed their pace, heading slowly back towards the train station. The long, relaxing ride unnecessary, but guaranteed to give them both a chance to cool down.

As they stepped aboard the train a short while later, both deep in thought, they encountered an unexpected, but familiar face. Behind a rather impressive stack of books recently liberated from the depths of the royal archives, Twilight Sparkle was seated, completely involved in a tome which, judging by the brittle, yellowed pages and musty aroma, was well over a century old. She looked up as they entered.

"Oh, hello Princess Luna, mister Behemoth, I wasn't expecting to see you two again so soon..."

Several hours later, Behemoth stood in the middle of the Ponyville library, trying to recall how, exactly, he'd been talked into this. Twilight was at a book stand, her back to him, and Luna was sprawled on her back at the top of the stairs leading up to Twi's bedroom. The princesses head was dangling over open space, and she was looking quite relaxed. A large book hovering over her face, a ripe, juicy red apple similarly hovering, dipping in every now and then so Luna could take a bite.

"Miss Sparkle..."

Luna's long mane was dancing and flowing down behind her, blue and black, shimmering with starlight as it almost reached the floor of the main room. They had decided on the trip back, that coming here would be a welcome mental reprieve from the events of earlier that morning.

"Just a minute..."

Behemoth spoke again.

"Miss, you really need to..."

"Yeah, yeah, just hold on a sec..."

She was pouring over the hearty tome set on the stand before her, mumbling to herself as she read. This was the third such book shed worked her way through since she'd convinced him and Luna to join her at the library during the train ride back to Ponyville.

"Ma'am, this matter requires your..."

"Ugh!! Okay, okay then, whats so danged import-"

She looked back to Behemoth, an annoyed expression on her face...which snapped quickly to alarm as she noticed that his head was crowned in bright green flames. The magical flame didn't burn him, but it was uncomfortably warm, and there was something moderately disturbing about ones head being engulfed in flames.

"I seem to be on fire. Again."

"Crap, not again! Uhhh... okay... lets try..."

Twilight took a few seconds to run through her mental gamut of spells, searching for one that could resolve this. Luna in the meanwhile, had set aside her book, and was looking on, upside down, in interest at the leaping flames.

"Huh. Green this time. Not a bad color for you..."

He glanced over at her, smiling wearily at his princess.

"You're having a grand old time watching this, aren't you?"

She smiled in response. Brilliant turquoise eyes sparkling with mirth. It was good to see happiness on her face after the earlier events. Even upside down she was beautiful.

"Oh, absolutely. Watching you be a magical crash test dummy has been most entertaining."

"Okay, this oughta do it!"

Without any more of a warning, a globe of water about a yard in diameter appeared above Behemoths flaming cranium with a puff of accompanying pink smoke. It swiftly obeyed the suggestions of gravity.

As the newly formed 'Lake Library' lapped around his hooves, the now soggy pegasi spit out a stream of salty water followed by a tired sounding sigh.

"Well, at least I'm not on fire anym-"

He was cut off as something wet, slimy, and moving slapped across his mouth.

"Mmmf? Errmf mrrf ma mrrrf?"

Luna stiffled a giggle at the sudden tentacle based interference.

"Oh yes dear, maybe even twice."

His often raised eyebrow arced once again, looking at her wearily. With a shake of his head, he turned to a small wall hung mirror to get a look at what fresh hell he'd been struck with this time, mumbling to himself all the while.

"Hrrm, mrf mrfin, mrf mrfin ma mrfinmrf..."

He looked into the polished glass, his eye widening in alarm as the slimy, sea water slick tentacle-y thing perched atop his head and wrapped around his face winked a single over sized eye at him. Some of its long sucker laden arms flailing, most of them plastered around his head and neck.

"FRRRRKKKK!!! GRRRRRMMM SQUUURRRMM ERN MA FAASS, GAAARRRRRMMM!!!!"

Twilight looked up to the upside down deity, a look of confusion on her face as Behemoth charged the library wall at speed.

"Were those even words, Princess? I cant understand a thing he just said."

With a resounding thud, Behemoth smashed his head into the wooden wall.

"Oh, its an old pegasi dialect. He was just saying how he doesn't approve of the direction the fashion industry is going in, too much flash and not enough substance."

Thud.

"Oh..."

Thud.

Twilight nodded, glancing over towards Behemoth, but then quickly back to Luna as her response sunk in.

Thud.

"...Wait, what? Why would he be talking about fashion when he has a squid on his face?"

Thud.

"What can I say, hes an odd creature, that one."

With a final, resounding impact, the force of which knocked several books from the nearest shelf, the sea creatures grip finally slipped enough for Behemoth to pry it away from his battered and now sucker marked face.

"FUCKING HIDEOUS CEPHALOPODIAL ABOMINATION, YOU ARE ALL THAT IS WRONG WITH THIS WORLD!!!"

Its response was another wall eyed blink, and a clack of its birdlike beak. It had coiled and wrapped itself around Behemoths hoof that held it out at length. His scowl was almost comically overdone, unbridled hatred furrowing his brow as he glared at the multi-limbed creature.

*Clack!*

"Fuck you!!"

Twilight stepped forward to the edge of the sloshing salt water pool, bits of seaweed and other detritus decorating the floor where the inundation had left it. Luna was still lying on her back, laughing silently, watching the events unfolding below from her upside down vantage point.

"Uhm...here, let me..."

With a pop of displaced air and the strong smell of ozone, the water, the mess, and the squid vanished, back to wherever they had come from. Twilight had even done a passing job of drying off the recently dampened pegasi.

"There, much better! No more water, no more-"

"Damned filthy fucking invertebrate mollusc bastard...sub equine monstrosity..."

Behemoth turned to face Twilight, face still marked by slowly fading sucker marks, his eyes almost maniacally wide.

"Uh, I don't think it was a mollusc, technically, you had it right before, its a cepha-"

"It has no bones, NO BONES!! It is the very definition of evil!!"

She stared at him, eyes wide in confusion. Shed laugh about this later, probably, but for right now it was just...weird.

"Being lit on fire... five times, yeah, ok, comes with the territory. Not fun, but yeah, I'll accept that one..."

He started pacing around the low reading table in the center on the room.

"When she turned me into a newt..."

"Well, it was more of a juvenile salama-" Twilight started.

Luna chimed in, still smiling happily.

"You got better."

"Yes, yes I did, and being a newt was...new. The whole female me thing was...disturbing, but Luna seemed to get a kick out of it."

"Yes, that was awesome. You made a very...appealing, lady. I'll have to remember that one, might prove entertaining later..."

That comment stopped him for a second, and he looked sidelong at her, his brow furrowing in what might have been a bit of concern. He continued a moment later.

"The whole me clone thing...a second me was-"

"That was also, scientifically speaking, awesome! Might have to combine that one with the other, would make for an interesting evening...or morning, or afternoon..."

Luna rolled over onto her stomach, her eyes twinkling with all the lurid thoughts running through her head. Twilight, however, seemed a bit lost. Her frown had deepened, and she was looking back and forth between the princess and Behemoth, just a bit too naive to follow what this conversation was insinuating. She finally spoke up.

"Okay...I mean, yeah, it was kind of funny, but I don't see how an extra him would make a night so great...I mean, maybe if you needed to do a lot of reorganizing or some heavy lifting..."

Luna looked surprised at this at first. The surprise faded into a toothy, predatory grin. Lovely, dangerous green-blue eyes narrowed as her lithe and powerful form spilled forward with a fluid grace. Behemoth knew that look. It was the look of a jungle cat right before it pounced. Twilight was...going to have something to write about tonight.

"Ah, my dear Twilight, let me show you exactly how more can be better..."

Still smiling, Luna slowly sauntered down stairs, her horn glowing, drawing power for the next display of magical shenaniganery. She stepped right up to her sisters prize pupil, her magic building to critical mass.

Behemoth silently prepared himself, suspecting that whatever she had planned would expand to involve him fairly quickly. As it turned out, he was right. With an audible pop, Luna's magic discharged. Whatever she did, it was below the surface of the table and he couldn't see it, but it made Twilight stagger back against the circular reading table hard enough to knock over the heavy wood carvings that decorated its surface. She gasped, blushing profusely at whatever it was Luna, who was still grinning wolfishly, had done, and was apparently still doing to her.

"Ohh-hh...P-princess, that's...what are yoooo-ohhhh..."

Curiosity got the better of him, and Behemoth stepped around the table to get a better look at what was taking place. The sight of it was almost enough to stun him into silence. Almost.

"Oh what in the holy bearded hell..."

Tentacles. Sprouting from Luna's back, between her wings. Vaguely similar to the ones that had been recently wrapped around his head, only these were much longer, much thinner, devoid of suction cups and the same midnight blue of Luna herself. They seemed to be...self lubricating, covered in a sheen of liquid. They were also, unlike those previously, coiling, wrapping around, and generally having their way with Twilight Sparkle.

"Huh...Well, that's both moderately horrifying and strangely arousing..."

Behemoths quiet remarks could barely be heard over the shuddering moans and surprised gasps being coaxed from the naive young mare.

As Behemoth watched, another two tentacles slipped around Twi's neck and down, running along her stomach, each coiling around one of her rear legs, pulling them apart so that the two that where teasing and rubbing along her nether lips, and the one that was busily flicking back and forth over and around her clitoris were plainly visible.

"I can safely say, wasn't expecting this when I woke up today."

Luna chuckled at this, hungry eyes never leaving her prey.

"What, you didn't think you be watching Celestia;s prize pupil get molested by magically summoned tentacles when you rolled out of bed today?"

Behemoth was slow to reply, distracted a bit as another prehensile limb sprouted forth from Luna, sliding down along Twi's back, this one noticeably thicker and blunter then the others. It prompted a sudden twitch and sharp gasp from Twilight as it pressed its girth against her inexperienced plot hole.

"Aaah! W-wait, I've nev-"

Her objections were cut short as all at once she was triple penetrated. The two tentacles that had been teasing her pussy driving into her deeply with alternating thrusts as the one that had been playing with her clit shot up her neck, filling her mouth without warning, rich with her own taste, just as the thickest squirming appendage pushed its way into her virgin rear.

Her cries of surprise and dismay were muffled by the tendril in her mouth, her eyes as wide as saucers from the shock of being suddenly filled from all directions at once. Using her new appendages, Luna lifted Twilight bodily off the floor, turning her around in mid air and pressing her down onto the reading table, her rear facing Behemoth.

"Alright mister, now its your turn."

"Heh, you don't need me, seems you've got her just about air tight at this point."

As Luna's myriad tentacles pinned Twilight against the table top, her supple young body bounced each time the two in her pussy made a thrust, the girthier intruder in her tight plot hole pushing her back down. The combined motion almost rippling the young mares body along the carved wooden surface. Her legs spread wide apart, her dripping sex and clenching ass on display, her moans and grunts mixing well with the obscene squelches coming from Twilight each time those rapid fire tendrils stretched her dark purple nether lips around them.

"Y-yeah..you...don't need...what was I saying?"

The sight was too much, over riding even Behemoths attempts to remain impassive to what was going on in front of him. Unconsciously, he licked his lips as he watched, his stallion-hood trekking floor ward in a smooth arc. Luna turned away from that mesmerizing motion, and to Behemoth with a grin, her horn glowing a little brighter as she called on a bit more of her nigh inexhaustible power. Her gaze focusing on his growing erection.

"Ahh, there we are, I was wondering how long it'd take you to come around...I'm just the appetizer for little Twilight here, you..."

He felt a rush, and a tingle so strong it almost felt as if the entire lower half of him had gone to sleep, the tingling, pins and needles feeling of a limb slept on wrong. Once it faded, something was...different.

"Now, you're the main course."

He craned his neck down, looking back between his front legs, not quite sure what to expect from this latest piece of magical experimentation. It had been an odd day thus far, and this latest alteration didn't disappoint on that front.

"Huh. So that's what I'd look like with two dicks."

Sure enough, one swinging a few inches farther forward then the other, was a second, perfect copy of his cock, complete with balls and all. He heard a faint, muffled whimper that drew his attention back to the table. Twilight was looking over her shoulder at him, her eyes wide with a look of shock and perhaps a hint of trepidation. They darted back and forth between his mismatched eyes and his fresh growth.

"Oh don't worry darling, you're going to love what he can do with those. I can vouch for his skill with one, so two can only be better."

Luna cooed reassuringly to Twilight, and withdrew her tentacles slowly. Twi shuddered as they pulled free of her vag and rear, the lower two making room for a steady trickle of her juices to splash onto the table. The upper accompanied by an audible pop. A low moan slipped out as the one that had been working down her throat pulled out as well, a strand of her saliva connecting her lips to the slick tendril.

Behemoth watched in silence as the tentacles split, then split again, each separating into a dozen smaller, wire thin tendrils. They gently spread across Twilight's rear quarters, pulling and tugging, massaging her puffy nether lips, caressing her swollen clit, teasing and softly spreading her slightly agape plot hole. A shudder ran through the students body, head to tail, verbalized by a staccato moan/whimper. Finally Behemoth managed to speak, his logic winning a temporary and hard won battle against more...convincing motivations, he even managed to take a step back.

"I...uh...I'm not sure she really wants-"

"P...please, you can...i-if Princess Luna wants...I can handle it...I...WANT to...so close..."

Twilight was basically panting, her eyes glazed in pleasure and lust, but still focused on him. She didn't look quite as convinced as she sounded, but gave him a little nod regardless. Luna grinned.

"Yes...yes, that's a good filly...you heard her, Behemoth. Do you really need any more motivation then that?"

The answer, as it turned out, was no. No he didn't.

He strode forward, lining himself up, watching as the blue wires of Luna's tentacles worked on preparing Twilight for something...someTHINGS a little heartier. With a single assistant wing beat, his black fore hooves came down onto the reading table either side of the brainy librarian. The sturdy wood creaking just a bit under his weight. He paused.

"You sure about this?"

Her response was an almost desperate sounding guttural noise from the back of her throat. Her horn glowed, and he felt a rough, firm grip around his twin shafts, pulling them forward against each of her waiting holes without subtlety. With a single, long thrust, aided by Luna's little helpers and Twilight's own magic, half of his lengths were swallowed up by the tight purple lips and tighter, darker purple of her plot hole.

"Mmmmmfffffuuccckkk..."

With an impressive grimace, Twilight's body shuddered, the muscles of both holes convulsively squeezing along his intruding lengths. Her magic discharged uncontrollably, brilliant violet and white magical essence shooting from her horn like a miniature fireworks display. He could feel himself through the thin membrane of flesh separating her two holes, could feel each cock sliding, moving against the other through her with every inch of motion. It was...new.

"Oh holy C-celestia, don't stop, ke-keep going...there's...its...ohhh!"

He obliged. And as he started to thrust, she started to talk.

"Mmm...this is, so. Much. Better, then the books sa-aid it...oh gaaahhh...said it would, mmph, be."

Luna began to move, her tentacles continuing their work as she moved around to the table next to Twilight's head. With a puff of magic they were gone,replaced with something else. With an impressive display of agility, Luna hopped up onto the table in a single, effortless bound, her landing soundless.

"-ery time you thrust...mmm...y-you rub m-my clitoris,this is... ooohhh, exactly how it was described in...uhhnn...Th-The Beginners Guide to F...Fornicati-"

She was cut off as Luna's latest magical endeavor was shoved between Twilight's babbling lips. Twilight was still trying to talk around the midnight blue erection as it pushed to the back of her throat. Luna moaned at the tickling sensation as Twi kept trying to talk with a mouthful of cloned cock. This particular magic feat Luna seemed to enjoy. She scooted forward, pulling the student up off the table, sliding her trim royal rear along the polished wood to find an angle that would let her drive deeper into Twi's throat.

"Hush now, darling, you can tell me all about those wonderful books...after you suck every last drop of cum out of my shiny new cock."

Luna laid back on the table, her eyes closing with a moan and a smile as Twilight set about her new assignment with gusto. Even mid fucking, Behemoth couldn't help but smile as he looked down at her.

"You...uhn, really like having...mmm, my dick, don't you?"

"Ohhh absolutely, this is a perversion I've never tried before...I never knew having one of these things would be so amazing, the feeling of her lips, her shy little tongue, the way her throat clenches...ohhh, I should have tried this decades ago..."

Luna slid her fore-hooves down, gently holding Twilight's head in place with one, stroking her still smoking horn with the other. Slowly, Luna started to thrust upwards, delighting in the way Twi's throat spasmed every time her smooth blue balls met the chin of her sisters favorite student. She gagged and her eyes watered, but she refused to pull back, she wouldn't disappoint the Princess of the Night. She started sloppily sucking, her throat slowly adjusting to the princesses borrowed girth.

Luna darted forward, taking the blunt nub of Twilight's horn into her mouth, tasting the young mares magical essence. She loved the taste, the tingling almost numbing sensation of pure energy. To a connoisseur like her, one who had tasted it many times, it was subtly different from one to another. She ran her experienced tongue along its delicate fluting, tracing the swirling, shallow lines up its length. Twilight gasped, shed read about horn jobs, of course, but never experienced one before, and from an expert like Luna...Behemoth felt her whole body clench and shudder around and against him in response to this new stimulation.

He had adopted a patient, steady rhythm, his thrusts set on auto pilot, slow and deep. He was watching his princess receive her first blow job, and give Twi her first horn job. The oddness of that phrase wasn't lost on him, but it slipped from his mind as he watched her writhing, her thin back squirming across the reading table, her wings spread wide, twitching in time with her quickened pulse. Her body was trembling, she was moaning around the horn, delighting in its strong, tingly flavor.

Twilight had no technique, no rhythm. Her mane was flying and bouncing as she sucked and slurped, taking the head deep into the back of her throat until her eyes watered, then pulling it out completely, running her tongue up the underside of its length, tracing the rim of the spongy head before gobbling it back down. She bobbed her head randomly, her cheeks hollowing with the force of her sucking. Her face and Luna's groin were slick with saliva, the taste of the royals cock making her mouth water. She had no idea what she was doing, but made up for her ignorance with enthusiasm.

Luna was all lit up now, writhing and bucking, her rear coming off the table as her hips bucked on their own, her perfect balls bouncing wetly, soaked by Twilight's efforts. She increased the work of her splendid mouth, her lips wrapped around the base of Twilight's horn, her tongue working against the nerve bundle concealed there, driving a cry of pleasure from Twi so intense it was almost a shriek.

Behemoth picked up the pace, he knew Twi had been on the edge since Luna had set her mouth to work, and he'd held her there, waiting. The feedback sensations he was getting from his connection with Luna let him know she was roaring towards an explosive release of her own. Now was the time to send these two over the edge. He wanted to watch and feel the two of them orgasm together.

Luna's eyes, filled with a pleasure shed never experienced in all her long years, met Behemoths over the three toned purple of Twilight's mane, still bouncing and flying in her reckless attempt to satisfy the princess. He started thrusting harder and faster, long inches of both his erections working into Twilight from behind as she gorged herself on magical royal dick. He pounded away into her virgin rear and vice-tight quim, the strength of his thrusts echoing through the purple mare, forcing Twilight's throat to open more and more with each strike, until her lips finally wrapped around the base of Luna's shaft.

Her throat clenching and spasming around the deep intruder, gagging around it as the beast behind filled her. She could feel the heat of both of his cocks radiating out of him, she could feel the thick veins throb with every beat of his heart. The third, its head passed her tonsils and deep in her throat, was pulsing, swelling. All these sensations, coupled with what Luna was doing to the clit sensitive nub of her horn, sent Twilight's body, convulsing and twitching, towards the longest, hardest orgasm of her young life.

Luna cried out, a sound of absolute ecstasy rattling through the library as she hurriedly pulled her lips away from Twilight's erupting horn. Her back hitching upwards as the tight, muscle cramp feeling that had been building deep in her balls shot up her new shaft.

"Im cumming Im...cum....AAGGHHH!!!!"

Luna came, her magical cock pumping thick jets of her pearlescent cum down the teenage mares throat. Twilight could feel its sticky heat rolling down, filling her stomach. The pulsing phallus had expanded, now so long, so thick, that it filled her to the point where she couldn't get a breath around it.

As an edge of darkness started to creep into the periphery of Twi's vision, she watched through blurry eyes as her multi toned, shimmering essence spilled forth over the princess. A shimmering patina of power, roiling through all the colors of the spectrum sprayed across Luna's narrow chest, up her long, delicate neck and even splashing across her face in globs and thick, running streamlets of raw magic.

If she could have, she would have screamed, managing instead little more then a stifled gurgle as her cunny and ass squeezed tightly along Behemoths twin shafts, his steady, powerful thrusts not slowing the slightest as she peaked. He drove hard and fast, a perfect machine like rhythm prolonging her pleasure, not giving her a chance to come down, even as her vision faded.

She was vaguely aware of the two stone hard cocks slowly sliding out of her, her nubile young body gripping them with natural suction, almost as if not wanting them to go. As her body started to scream for oxygen, Luna's concentration finally slipped, and the girthy intruder that had almost taken Twilight's consciousness was suddenly gone. She collapsed against the royals soaked, suddenly more feminine groin without the length of her departed erection to hold her up any longer.

She took deep, gasping breaths, sucking in great mouthfuls of air, her vision clearing as she did so. Her body shook like a leaf, quaking on the reading table in the after effects on the record breaking fucking shed just received. Her rest was to be short lived, however.

"Come on now Twilight, you're not done quite yet, now we get to repay Mr. Behemoth for his...generosity."

Luna was slipping down off the table with a fluid grace despite the wobbliness in her own legs. She sat before the cobalt stallion, her back to the table, and smiled up at him, pulling a mirror of that smile onto his grizzled face in return.

Still breathing hard, and not quite able to move yet, Twilight found herself gently levitated off the table, spun around and sat softly in Luna's lap. Twilight leaned back, enjoying the feeling of the princesses slender chest against her back, looking up to see the curve of Luna's neck and jaw stretching above her. She followed Luna's gaze forward, gulping a little in nervousness as her eyes locked onto the two slowly bobbing erections waiting at face level, still slick and dripping with her own juices.

"Come on then mister, I want to find out what little Twi here tastes like."

Twilight couldn't help but blush at that, feeling immediately silly for doing so once she recalled recent events. Her embarrassment was forgotten, however, as those two swinging dicks grew closer, seeming to fill her vision as he stepped up onto the table.

"Th...those were just...in...me...? But, they're so..."

Her inquiry was interrupted by a loud slurp from right above her, the wet sound of Luna working the higher shaft with all her usual skill and attention. Her lips and tongue dancing along the rigid meat.

"Mmm, so what, Twilight, so big, so marvelous? Mmm...so deliciously Twilight flavored?"

She watched Luna, the casual, confident way she worked. The deep bass groans of the pegasus overhead a testament to her skill. Another flash of heat ran to her cheeks as she replied, watching the princess playfully bounce Behemoths heavy balls, one at a time, on her tongue.

"Umm, I meant...uhh...the...the first one..."

Luna's tongue drew one into her mouth, cheeks hollowing as she sucked, releasing it with a pop.

"Mmm-mmm, don't worry, you managed just fine a few moments ago...Now, start sucking."

She took her own advice, her tongue swirling around the fat cap of his cock head, before she started her journey up its length, its girth distending the princesses throat as she took more and more of it down. Twilight eyed the second bouncing shaft nervously.

"Well...here goes..."

Gingerly, she stuck her tongue out, barely tapping it against the second of his swollen glans. With Luna, she hadn't had the chance to...experiment, it had been brutal, savage...amazing. She took this chance to be a little more...cautious.

For Behemoths part, he was just fine with letting the youngster take her time. The contrast between Luna's strong and knowledgeable skills, and Twilight's timid and halting efforts were amazing. He had his head back, smiling towards the ceiling with eyes closed. The sound of his approving groans mixing with Luna's loud slurps and sucking pops. She always did like to make herself heard.

It didn't take long. Luna was just starting to work her way towards a bit of good old fashioned deep throat, moving closer and closer to the base of his thickness with each upward bob of her head, while Twilight was getting a little more adventurous, applying her tongue a little more enthusiastically, she was getting a taste for the Beast, and, secretly, herself as well.

With a grunt and a stifled swear, Behemoth finally let their efforts overtake him. His whole body seized up, the sensation of twin orgasms overwhelming him. His vision blurred, his head twitched, and a shiver strong enough to make his mane stand on end ran up his spine. His body shuddered with the violence of his release.

The higher of the twin shafts, firmly locked down by Luna's lips, pumped his essence into her greedily waiting mouth. Her tongue and lips worked in glorious concert, milking every last drop from him. He suspected that she actually drew power from this somehow. Or he would've, at any rate, if rate, if thought was a possibility at that particular moment.

"This isn't so bad I gues-AAACK!!!"

Just as Twilight was starting to find her groove, getting comfortable with being face to face with this new object, the ponderous proboscis she was practicing on suddenly erupted, spraying her face with thick ropes of milky seed. She recoiled away from it as the first jets splashed across her chin and nose. She didn't get far however, as she was still seated in the lap of the princess.

"Aaaah, what the, gaaaahh!!"

Twilight sputtered, flinching as his cum rained across her face, getting into her mane, her eyes, her nose...this wasn't quite how the books said it would be. Well, not most of them. Behemoths large frame sagged with the last shot of his release, which dribbled down onto Twilight's legs, splashing in large drops.

"Oh holy...gllaaarrmm..."

Behemoth staggered back off of and away from the table, cumming twice at the same time had reduced his legs to jelly, and the rest of him to a speechless mass. He flopped down onto the floor several feet away unceremoniously, thudding down onto the wooden planks which creaked in response. Luna locked eyes with him, hers half lidded, filled with satisfaction, a small smile played across her face, and she shot him a sultry wink. She wasn't quite done.
She looked down to where the prize pupil was stirring.

"Mmm, dear Twilight, you seem to be quite a mess..."

Twilight looked up and back to Luna as she spoke, a moderately impressive quantity of spunk decorating her young face.

"Uh...yeah, he was...there was...I wasn't expecting so...much. Its everywhere."

"Oh you poor darling, here, let me help you with that..."

Twilight nodded with a sheepish grin, expecting assistance in the form of some magic or another, teleporting the jizz away into the nether, perhaps. Luna however, had other ideas. She turned the smaller mare around, so that they were facing each other, then leaned down, her glorious visage filling Twilight's vision. The scent of Luna caressed her senses, it was...indescribable. The tang of magic, a sweet aroma that brought up memories of being deep in the Everfree, and something else...something that defied description but made her head feel light. It was a detached, floating feeling. Sort of like the way she felt the last time Rainbow had taken her out drinking, but...warmer. More...tingly.

"Princess Luna what are...oh you don't...oh but that's...dirty..."

Luna set to work. Or, more accurately, set her tongue to work. Her motions were deliberate, purposeful...and maybe just a little theatrically over done. She worked her ever skilled tongue across Twilight's face, cleaning it of every drop and splash of Behemoths seed. Twilight was blushing fit to burst, an occasional mewl or whimper of surprise slipping past her lips...when Luna's tongue wasn't running across them. With the last drops gathered up and Twilight's face glistening and clean, Luna firmly grabbed the smaller mare, a wingtip to either of her cheeks, and kissed her.

Twilight's eyes shot open, shocked at how casually the princesses tongue played with her own, sharing the tangy bounty of its recent labors with her. Luna held her close, enjoying the mingled taste of Behemoth and Twi as her tongue explored the unicorn mares mouth. After a moment, Luna pulled back. Twilight was flushed, breathing heavily. She almost looked ready for another round.

Luna looked up, again meeting Behemoths stunned gaze. Safe to say, he wasn't expecting that. They held each other gaze for a span of uncounted seconds. Words weren't necessary, everything that needed to be said was by that short contact. Luna smiled, amused by the look of surprise on Behemoths fatigued face.

"What? It got the job done, didn't it?"

11: A voice from the Past

Sweat streamed into his eyes. His bones ached and muscles screamed from exhaustion. His powerful legs were quaking, shivering with each beat of his racing heart, barely managing to keep him upright. His vision was blurred, and heat was radiating off of him in waves. A slight breeze ruffled through the sweat flecked black mane grown significantly now since its last martial cut. He was exhausted to a point he'd rarely known, his body driven to the edge of breaking.

But he hadn't broken.

Breath coming in delicious gasps, he surveyed the task that had brought him to this point. This morning, he had taken another few steps down the road to a new life. The first full acre of land stretching out behind Derpy's home...Derpy's and HIS home, had been bought this morning. Over the past uncounted hours, he had cleared, cleaned, and tilled HIS land.

A sensation he'd last felt in full plate armor swelled in his breast, rearing up his throat, threatening to close the gasping passage with its strength. It had worn him, hurt him, the flesh of his chest, rubbed raw and bleeding by the harness a testament to that, but this task hadn't beat him. He stood atop the gentle slope, the late afternoon sun beaming its orange light into his face, catching and reflecting back from the keen metal of the plow and the liquid streaming down his cheeks.

He loved this. The feeling of a completed task, the knowledge that he had taken an empty, unused stretch of land, and turned it into a rich brown carpet arcing down to the tidy row of top heavy homes, ready to grow, flourish, and prosper. He had created. He had marked the earth, changing it to fit his wishes. This is part of what had driven him to retire, to give up status, privilege and station.

The unmistakable flutter of wings through the air and the crump of hooves on freshly tilled earth let him know he was no longer alone, and that another, much more important reason for his return had just arrived.

"Wow Behemoth...is this...is it all ours?"

A grey pegasus mare stepped up next to him, the deflated and empty husks of mail bags settled across her flanks, a jaunty little cap settled on her head, just a little crooked. Her eyes the same shade as the one he still possessed, looked out across the result of his labors...and up above them. She silently took in the changes his determination had wrought, lovely golden eyes wide in surprise, and brimming with pride. His reply was a simple nod.

"You did this all today. All by yourself?"

Another nod.

"Wow. That's just...you're...wow."

She reached up, hugging his larger form gently. She could feel him trembling, the drenching wetness of his effort. She kissed his cheek, then dropped back to the ground. She smiled up at him, her nose scrunching up cutely.

"Come on down big brother, I'll cook something, and you take a shower, you're pretty stinky."

He smiled down at her, his eye shining with silent love even through his exhaustion. She helped him unbuckle and cast off the crisp new harness as the suns downward arc chased long shadows out from under the orderly homes, sending the darkness racing uphill. As they strode down together, the darkness enveloped them in its soothing caress.

Two different groups watched the brother and sister head inside. Two different groups had watched him push himself near to the breaking point for the better part of the last day. They were there for wildly different reasons, and neither was aware of the other. As the last light of day faded, two narrow set, rodent like green eyes watched the windows of the home glow to life.

The following day had been soggy and overcast. A uniform blanket of grey cloud cover had rolled in with the dawn and made several half hearted attempts at precipitation, achieving little more then sporadic drizzles and a faint, fleeting fog. For the last ten minutes or so, Behemoth had stood under a tree in the yard of the Ponyville schoolhouse. He'd decided that today was good a day as any to reacquaint himself with another face from his youth.

Before long, the doors opened, and the fillies and colts, mostly bundled up against the weather, boiled out and scattered in all directions, making their ways home after another day of school. He was making no effort to hide, but given their hurry and his silence, not one of them noticed his form in the shadows cast by the sheltering tree.

She stepped into the doorway, seeing her students off, watching them depart with a happy smile. Her love and care for each and every one of them plain as day. The sight of her kindness warmed his heart. As the apparent last of them crossed beyond the yard, he stepped out from under the tree and strode forward, crossing the distance to her in just a few leisurely strides.

"Hello Cheerilee. Its been awhile."

He stopped just short of the doorway she was occupying as she turned to him, that loving smile fading from her face as it steadily gave way to surprise, recognition...and then something else. A dark pall fell across her face, and any hint of kindness disappeared from her gentle eyes. After a moment she spoke.

"Behemoth. I heard you had come back. Just what the he-"

She was interrupted, cut off by the clatter of three fillies tramping out of the door behind her in a gaggle.

"Goodbye Miss Cheerilee, see you tomor-Hey! Mr. Behemoth! What're you doing up here?!"

Apple Blooms cheery farewell had been delayed when she caught sight of the large, familiar shape of her brothers friend. She knew him well, he'd been a common sight around Sweet Apple Acres over the past couple months. As Sweetie Belle and Scootaloo slipped out behind her, they joined their beribboned companion in greeting.

"Hello Crusaders, I just stopped by to-"

Looking to her students, a kind, but not quite genuine smile had instantly reappeared on Cheerilee's face as she spoke over him.

"He just came by for a little chat. Hurry on home girls, and be sure to dry off when you get there, you wouldn't want to catch cold."

"Yes miss Cheerilee."

The three fillies replied in unison, smiling at their beloved teacher before heading off towards the Apple family orchards. Scootaloo lagged behind just a few steps.

"Good to see ya again Mr. B."

"You too Scoot, you still practicing like I taught you?"

She grinned hugely, seemingly placing every tooth in her little orange head on display as she flared her slightly below average wingspan.

"Oh yeah! Every day, just like you said! I can stay up for almost twenty whole seconds now!"

He laughed good naturedly, returning her smile.

"That's great, before long you'll be flying laps around me...better get going though, the others are waiting."

She scampered off with a hasty goodbye, catching up to the other Crusaders as they slipped into the trees. Cheerilee and Behemoth stood, watching until they were out of sight. He spoke first.

"They're a good bunch, those girls..."

"Yes. They are. Would you step inside with me, please?"

He nodded, admittedly slightly surprised by this invitation, and slipped past her into the schoolhouse itself. The old, familiar scents of chalk, slate and wood polish hit him with nostalgia like a brick. It wasn't so long ago that they were students here. Well, not long comparatively speaking at any rate. He turned to face her as she came in, her rear to him, pulling the door firmly closed in her wake.

"I would've stopped by sooner, but I-"

He was cut off again as she spun quickly around, a loud smack reverberating through the silent building as she brutally slapped him across the face. The sudden impact of her hoof silencing him and turning his head slightly to the side.

"How dare you."

She struck him again, he made not so much as a twitch to step back or defend himself as the second impact smacked into his jaw.

"You rotten bastard, how dare you come back here. Back to Ponyville, back to this school. how DARE you?!"

He took a moment to respond. His vision fixed on the wall where her blows had spun his head. He turned to face her glacially, the surprise at her invitation had disappeared, replaced with faint resignation. This was more the greeting he had honestly expected.

"This my home, Cheerliee, I still have family here and-"

"Home?! HOME!? No, you don't get to have a home, not after what you did. And as far as family, did you ever think, for even a second what it'd do to Derpy, you just...strolling back into her life like this?"

Her smaller frame shoved past him. Moving into the classroom, she set about cleaning and straightening up in a series of quick, haphazard motions. She spoke the next, a quality of venom in her voice he'd never heard from her before.

"She moved on with her life, has a good job, a home, folks around town love her. Then you come back, and toss all that up into the air. You should've stayed...wherever the hell you went. She was happy. Happy in a life without you...but that's what you do, isn't it, destroy happiness?"

He had followed her in, his bulk filling the doorway. He let her say her piece without interruption. He spoke again when she stopped to take a breath.

"I see the last decade hasn't diluted your hatred of me for doing what needed to be done. I suppose it was a bit naive of me to expect anger like that to fade over time."

"Gods damn right it was you sociopath, it'll never fade, not after what you did to-"

He spoke, taking a more active role in this 'conversation'.

"After what THEY did to HER, what would you have had me do, Cheerilee? Forgive and forget? Run to the authorities? With what proof? What evidence? The system would've let them walk, let them move on without punishment after what they did to my little sister-"

She spun on him, eyes flashing with an anger so hot it was almost a physical thing.

"You KILLED them you son of a bitch!!! You murdered those two colts!! You-"

His single eye flashed in dark similarity to her own, and he took a single step forward as he'd finally heard enough. His ever calm, level voice was growing, he was fighting not to let his building fury bleed into it, he refused to blow up at her. Even after this, she didn't deserve his anger.

"They got what they deserved. Yes, I killed them, their blood is on me. I never hid from that, never tried to put it off to rage or fury or insanity. Didn't then and wont now. I killed them, Cheerilee, for what they did. What you KNOW they did. And I'd kill them again, tear the life from them once more without a blink of hesitation. They deserved no better. They deserved the deaths I gave them, and deserved to suffer more then I made them."

She met his eye, shaking her head slowly, the corner of her mouth curled up in a snarl, the usual kindness in her eyes obscured now by the heat of her anger. She could hardly believe what she was hearing, that he made no attempt to deny what he'd done.

"You're a monster, every single thing about you is sick. You don't deserve happiness, a friend like Macintosh, a sister like Derpy, they deserve better then you. No wonder your parents are dead, if I had a son like you, I'd kill myself too."

He leaned back, his face dropping to slack with the speed of a slap. Slowly he shook his head, a twisted little look of victory distorting her always kind visage. He turned from her without another word. He'd heard enough. Stepping back into the hallway, he moved towards the door. Fresh, fat raindrops splattered against the glass panes set high in the red painted wood. She followed him out.

"You listen to me, you bastard, you don't get to run away this time. Everywhere you go, sadness follows. All you have to show for your life is pain, fear and death. Real, true evil exists Behemoth, and its you. You never should have come back. Everypony in your life was better off without you. Mark my words, everything you love will suffer from your return. You are a plague on every living thing that has ever cared about you. You should've died out there, alone and forgotten. You should've gone straight to hell."

As he opened the door and stepped out into the rain, he weathered the deluge coming from behind him as he stepped out into the more literal one. He looked back over his shoulder, his one golden eye as clouded as the sky visible beyond him.

"I did."

The door swung shut with a firm clack, leaving Cheerilee alone in the schoolhouse, shuddering as the adrenaline of her fury left her feeling sick to her stomach.

He moved through the town, a shadow cast silently down muddy streets. The rain came and went, fading in and away, inconsistent and random. Her words kept pace, running through his head over and again as he made his way along, heading nowhere in particular. He knew those words for what they were. The cry of the frightened and angry. She had meant to hurt him, and pulled out all the stops en route to that goal. The words didn't faze him. The truth in them did. Though it had been the first time he'd heard those thoughts out loud, it wasn't the first time he had heard them.

A door opened behind him, and the warm, cheerful voices that drifted out into the heavy air drew him around. Four figures stepped out into the street, heading away from him. Two big, two small, moving together with an easy, simple grace.

A young, beautiful mother, ~You don't deserve happiness.~

A father, full of pride and strength, ~ if I had a son like you, I'd kill myself too.~

A young colt, just getting to the age where his rebellious side would come out, ~You are a plague on every living thing that has ever cared about you.~

And a younger filly, following in her older brothers wake, gazing up at him with a look of awe...and love. ~Everyone in your life would be better off without you.~

The little filly stopped, turned back to face the stranger standing in the street. Her eyes, filled with the joy and happiness of youth met his. Those two eyes, brimming with the promise that everything was exactly as it should be, that the world was a wondrous and pure place, full of love, warmth and kindness. ~You should've died out there, alone and forgotten.~

As she smiled and waved, he replied, giving a half hearted wave and the faintest twitch of a smile of his own, before turning and continuing on his way. A moment later, he looked back. The street was empty, barren of all life save his own. He remembered her. Her eyes, beautiful, joyful golden eyes.

He kept walking, continuing down the road, going the opposite direction. Going away from that happy, loving family. His eyes were dry, and his mind was clear. Their day was done. He spoke as he moved on, words heard only by his own ears.

"You were right, Cheerilee, about some things at least. But that doesn't matter any more. What I've done is what I've chosen. What I've become is every bit what I'll need to be."

His demons at least momentarily silenced, he smiled to himself as he turned the corner and caught sight of the bright glow that was the lantern hanging outside their front door. That simple, steady light buoying his mood. He continued his brief monologue as he strode towards that patch of warm light. His words unheard by any ears save his own.

"After all, if not me, then who?"

He sensed her before he saw her, knew she was there before her svelte form stepped into the flickering orange light, slipping out of the shadows next to the front door as if shed been a part of them. For a moment, it almost looked as if the shadow was hesitant to let go, strands of inky blackness stretching back from her into the waiting pools. She spoke without pretext.

"I cant stay in Canterlot. Not without committing multiple counts of murder...so, I'll be staying here for a while...if you don't object, that is..."

He smiled broadly, after the both physically and mentally exhausting last couple days, seeing her now was a welcome respite. Two slightly damp forms embracing in the street drew no attention and caused no stir. Except in those two groups still silently watching from their distant perches.

"Well, I'll talk to Derpy about it, but I don't think she'll mind some company too much, but what happened?"

Luna sighed, stepping back under the overhang, out of the half hearted rain, parking her narrow rear against the side of Derpy's home.

"Celestia and I had a...bit of a disagreement. We ran into each other as we both happened to be passing through the same side chamber, you know, the one just off the hall that leads to the secondary kitchen?"

"Yeah, I know the one. Always liked it in there, quiet, out of the way...near the secondary kitchen...so, what happened?"

She looked up to him, a flash of embarrassment mixed with the shadow of more then a little residual anger crossing her beauty as she met his eye.

"Well...its...not exactly there anymore..."

He stared silently, then blinked several times rapidly as her verbiage sunk in.

"...Go on."

"Well, the Celestial Princess and I had a...a bit of an argument about the investigation into the 'Children'...things got a little loud, and...now there's a rather sizable crater where the western wall used to be, the secondary kitchen appears to have been pushed about halfway into another dimension...and several of the kitchen staff...may have been turned into turnips...or large radishes. I'm not entirely certain which..."

He listened in silence, a silence which drug out for more then a few seconds after her story trailed off.

"Turnips."

"Yeeeahhh..."

He nodded sagely, turning to look out at the soggy district of shuttered homes and quiet streets.

"Hmmm. Sisters. Cant live with em, cant have arguments with them without breaking the laws of space and time and possibly turning the help into root vegetables."

She turned to stare at him, eyes wide open, face set in shock at this calmly delivered little nugget of wisdom. She shook her head and started laughing. The lilting, almost musical tone made it impossible for him not to join her, his gruff, booming laughter mixing with hers. It really wasn't that funny, but given the day they'd both had, any excuse to laugh was enough.

"C'mon in then, lets see what the boss has to say. Something tells me she wont mind the company..."

As it turned out she didn't.

"Really?! You really wanna stay here?! With Us?! REALLY?!"

"Well...yes...if you don't mi-"

"Mind?! Oh nonononononono, I don't mind at all, we got a spare room and everything! Please, make yourself at home, stay as long as you'd like!"

Derpy was practically vibrating with happiness as she Pinkie-bounced over to her big brother, throwing herself at him, wrapping her forelegs around his neck. She whisper-shouted in his ear as she hugged him tightly.

"We're gonna have COMPANY!! This is so great!! It'll be great having someone to talk to who isn't all frowny and grumbly all the time!"

Luna, smiling and caught up in Derpy's happiness, chimed in.

"Yes, he can get kind of grumbly from time to time..."

Derpy disentangled herself from her brother, spring-boarding off of him and landing in front on the lunar princess in a rather impressive maneuver.

"Oh, he's SUPER grumbly, all like, 'Grrr, I've seen stuff, and things, grrr!, and I'm all scarred and look like I'm going to eat orphan foal souls even though I'm secretly a huge softy, GRRR!!!"

Behemoth feigned indignation at this, the huge smile splitting his face not doing much to lend credence to his alleged offense.

"Hey, I don't recall saying 'grr' nearly that often, and I'm not that much of a softy..."

Still smiling, Luna shot him a playful little wink.

"Oh, I know, you've never had an issue with being too 'soft' with me..."

Bouncing around with little leaps and skips, Derpy spoke again.

"No, I meant he's much nicer then he..."

Her bouncing ceased, the corners of her smile turning south in record pace.

"Dangit, you meant innuendo-ly, didn't you?"

Luna shrugged.

"Well maybe just a little bit..."

"Ew, ew, ewwwww!!!! I DO NOT wanna hear that kinda stuff about my big brother!! That just...no, just no."

She shook her head forcefully. Her mane, mussed in the way very few could make look good, danced with the strength of her disapproval of this particular topic.

"Okay, no more about that. Behemoth, show her upstairs an help her get settled in, I'm gonna make us something to eat..."

Luna and Behemoth nodded in unison, heading off upstairs, Luna in the lead. Behemoth reached a wing forward, giving her royal flank a little slap as she climbed the stairs.She looked over her shoulder with a mock gasp of surprise, then gave her rear a little wiggle as she smiled at him with a wink. Watching them go with a mighty frown, the young grey mare leaned over the railing, shouting upstairs after them.

"And no funny business you two, just settling in, don't make me come up there with the spray bottle!"

A little less then two hours later...

"Oh, gods, Derpy, I had no idea you were so good at this, mmm...so full..."

Luna groaned, squirming her back deeper into the massive, well stuffed couch that filled a healthy chunk of their living room. Laying next to her, Behemoth glanced over and agreed.

"Oh yeah, she amazing at this. Not as flashy or dramatic as some you may be used to in Canterlot, but...damn she gets the job done."

Grinning and blushing more then a little at their praise, Derpy ran a hoof back through her unkempt mane, rubbing the back of her head with a shy chuckle.

"Hehe, thanks...its nothin special, just a few little tricks I taught myself from books I snuck outta the library when Twilight wasn't looking..."

She pulled herself up onto the couch with a cute grunt of effort, then flopped down next to her brother. With a faint smile, Behemoth reached over, mussing her mane with a truncated wing.

"You did good kid, every time I turn around you impress me more an more. I'm proud of you, little one. Not just for being an amazing cook, but for...well...hell, everything you've done since I was...away."

He pulled her closer, kissing the top of her head, wrapping his abbreviated wing around her narrow shoulders. She snuggled against his side happily, the motion serving to camouflage the tears of pride she'd never admit to shedding.

"I...uhm...th...thanks..."

As Luna came in from the other side, her lithe form stretching along the length of his frame, she leaned up, placing a single, gentle kiss on his jawline, at the end of the scar that had taken his right eye. Derpy spoke again, her voice thick, barely a whisper as she curled up against the only family she had left...the brother shed never quite given up on.

"...I'm so glad you came back...I missed you a lot..."

"I know...I know you did...but I'm back now, for good. The elder gods themselves couldn't take me away from you again. I love you, little one..."

He leaned down again, another gentle kiss pressed into her mane as he felt her silent tears soaking into his chest. He turned to Luna, shining gold once again meeting breath taking turquoise. Their lips met with the faintest, fleeting brush.

"And as for you, I lo-"

She stopped him, her lips silencing him for a second just before he could finish that thought. The bottomless green pools of her eyes flashing with centuries worth of accumulated knowledge and just a hint of amusement.

"I know."

Smiling, the trials of the day forgotten, Behemoth laid back. His beloved sister curled against his left. His past, and all that was good in it embodied in her slight frame. To his right, the enigmatic princess laid her head across his chest. Endless possibilities, the perfect tapestry of the myriad possible futures laid out in silent promise in her mystic form. As his mind drifted off into the warm fog of sleep, a final thought ran through his mind.

~I could think of worse places to be.~

12: The Beast and The Beauty

For the half dozenth time this evening, as he was cautiously making his way along the ornately decorated narrow second floor landing, Behemoth couldn't help but wonder how he'd imagined this was a good idea.

"How in the hell do I keep talking myself into situations like this?"

He moved carefully, doing his moderately impressive best not to make too much noise. He even managed to stifle the long winded and impressive stream of expletives as a hoof slipped on a loose shingle, sending it skittering down off the roof where, thankfully, it landed on something soft with a dull crump. The fact that it hadn't exploded with all the subtlety of a cannon shot was little comfort as he scrambled to not follow in its wake.

"This is insane, she probably doesn't even know anything..."

Of course, probably wasn't good enough, not anymore. Any lead needed to be checked, no matter how unlikely. After taking a steadying breath, he continued along the narrow landing until he found his target. He flattened himself against the side of the circular structure, peeking around the corner cautiously. There. As he watched, his target came into the room, mane wrapped up in a towel, she'd obviously just stepped out of the shower, a faint billow of steam following in her wake. If his information was correct, this window wouldn't be locked.

It was a quiet morning, as the last half a dozen had been since his trip to Canterlot. It wouldn't last, Behemoth knew that well enough, but whatever atrocity the 'Order' had planned next, it didn't seem to be put in motion quite yet. He was thankful for that apparent delay, and had used that time to make some preparations of his own.

This time of day, Sugarcube Corner was full of just enough bustle and background noise that the two stallions seated near the back of the main room had no concerns about being overheard. The elder of the two was speaking, sitting ramrod straight as he did so. His pale blue eyes never stopped moving, lingering on the new arrival every time the cheery little bell over the door chimed. Neither of them expected trouble, but neither of them stopped watching for it.

"The first group is set to arrive on the eleven pm train, two nights from now. The rest will trickle in over the following week or so, two or three in a group, never from the same direction, never at the same time or using the same mode of transport."

"How many total?"

"About a full platoon, twenty eight, pulled piecemeal from the Company."

"Not enough. Send at least forty, fifty would be better."

Incredulously, the thin unicorn looked across the table to his years younger, and significantly bulkier companion.

"Why so many?"

"Because, frankly, not all of them are going to survive training. I want a full, preferably over strength platoon after I've finished with them, and I expect a roughly twenty six percent attrition rate. If you cant pull them out of the current platoons without their absence being noticed, get me more from local law enforcement, private security, I don't care. Hell, send me particularly foul tempered janitors if you have to, but at least forty, and the Company needs to keep its strength visibly the same."

The stark white unicorn nodded slowly and shifted his position, turning to face the battered blue pegasus sitting across from him. He made no attempt to mask his annoyance as he met the eye of the stallion just over half his age.

"Twenty six percent...one in four...damn. I don't envy them the hell you're going to put them through. Never thought we'd have to move like this in our own nation, stealthily, under the cover of night...it doesn't sit right with me, Capt... Behemoth."

The scarred, midnight blue pegasus nodded, taking a moment to refill the mug sitting on the table in front of him before he replied.

"No, Dusk, it doesn't sit right with me either. It would be much...simpler if this was a stand up fight, but its never that simple dealing with zealots. They're crazy, not stupid. They wont come at us straight, wont run the risk of being caught in the public eye, seen for what they are. No, they're going to come at us sideways, and we have to be ready for that."

Dusk Shields annoyance faded a bit, and he took a sip from the mug levitating in slow orbits around his head as he considered this.

"I know you're right strategically, we cant be seen as the aggressors here, the public wouldn't stand for it, so..."

Behemoth picked up where his mentor, former commander, former subordinate, and friend had left off.

"So, we wait, and make certain that when they act, we're ready for it...or as ready as we can be under the circumstances."

Dusk spoke again, his eyes and voice showing the slightest bit of uneasiness as he broached this next subject.

"You know...I could have the First scoop up one of them, quick and quiet. Bring em down here, bring your...tools out of storage. We could get all kinds of infor-"

"No. I'm done with that. That aspect of my life is one I've gladly left behind."

"Behemoth, its-"

"No. I'll advise, I'll train, and I'll help from the sidelines, but I'm done with that life. I'm retired. I've given enough of my life. Enough of myself, bits and pieces...all I want now is to rebuild my family, what little of it is left, and try to find a peaceful life here, out of the fight for once."

The finality of his statement ended that branch of the conversation as silence took hold, and they both looked down. Resting there on the table, between the two mugs and the still steaming tea kettle, nestled under the edge of the serving tray, was the green on black of the 'Childrens' chosen motif. After a few moments of introspection, it was Dusk Shield, the current Captain of the Royal Lunar Guard, who spoke again.

"Its going to be bloody, Behemoth. The 'greater good' insanity they spew is too addicting to the ignorant and the angry. They never stop to think, never suspect that all that nonsense is just a way for their masters to talk them into throwing themselves on the pyre... I always wondered, who got to decide what that 'greater good' was..."

Dusk looked across the table, locking eyes with Behemoth.

"You know, of course, that this could very well result in straight up civil war...tensions haven't been this high since...Hell, I've never seen it this bad. Everyponies on edge, wound tight, and with Luna's public departure from Canterlot... Even the ones without a side in this mess know that something is coming...random bouts of violence are breaking out all over. Shining Armor had to send a full platoon to Manehatten yesterday, riots got so bad there the locals couldn't handle it...and we don't even have any idea what set it off..."

He shook his head with a grunt, taking another sip before he continued.

"Those in the middle, the angry civvies, they're gonna walk right into the fire lines...this isn't going to end without one hell of a body count."

"Its already climbing Dusk, that's why we have to do this. The count is ticking up every day, more and more are disappearing, more and more having horrible 'accidents', and more and more being coerced into joining their ranks. It falls on us to stop it. If not us..."

Theirs eyes met again, sharing a weary, sardonic smirk at this phrase, well and long used between them. Dusk finished it.

"...then who?"

With that, their meeting was over. With little more then a departing nod, Dusk rose and walked out, the little bell chiming once as he slipped through the slowly diminishing crowd and out into the beaming sunlight of mid morning. Behemoth sat at the table, pulling his mug back to him, and a thick sheaf of paper from the worn bags tucked under the table. There was much left to do before the first of his "guests" arrived.

It was times like this that his...less then friendly countenance worked to his advantage. Although many whose arrival were announced by a cheerful ring looked, some blatantly staring at him, none approached. And although they spoke, occasionally about him, none spoke TOO him.

As mid turned into late morning, and crept into early afternoon, he sat. His only movements the regular turning of a page and the rare sips from the increasingly tepid pot of tea. He had grown accustomed to the cooling of the slightly bitter, slightly citrusy flavor, so when he refilled his mug and took a sip only to find his throat filled with delicious molten heat, it was enough to snap him out of his focus.

The first thing that caught his attention as he pendulous head swung up, was the undoubtedly delicious and rather monstrous sandwich that had been set on a small plate scant inches beyond where his vision had been focused these last several hours. The stealth in which it had appeared, without his notice, was marginally troubling. With a enthusiastic and audible rumble, his stomach reminded him that he hadn't eaten yet today, and that ninja sandwiches were probably just as tasty as their less sneaky kin.

Reluctantly leaving the sandwich behind, his gaze continued across the table, catching on the manic, puffy madness of pink curls that denoted the top of a particular pastry chefs head. She was looking down, her attention on the oft scrutinized scrap of fabric. She was spinning and twirling it around on the table, quietly humming a cheerful little tune to herself as she did so.

"Pinkie, when the he...I mean, hello Pinkie, good to see you again."

She looked up, meeting his dour expression with a huge, infectious Pinkie grin, her blue eyes twinkling. It wasn't possible to stay in a sour mood when that much unbridled happiness was looking at you. Subconsciously, he smiled back.

"Hi there Behemoth!! You looked really really focused on what you were reading so I didn't want to bother you, Twilight keeps telling me I shouldn't bother ponies when they're really focused on reading stuff but you also looked really really hungry so I brought you a sammich an your tea was getting all cold and not good so I brought you a fresh pot an set it down really quietly so's not to bother you an refilled your mug cause I didn't think you'd mind so much-"

Still a bit in awe at her apparent lack of need for respiration, he nodded politely as she continued, his eyes fixed on her as he acquired the sandwich and ended its short existence in a few quick bites. It was even more delicious then it had looked, and served to silence his grumbling stomach nicely.

"-ooking at your little flag-y hanky napkin-y thing here and,"

She stopped here for a second, taking a huge gulping breath in one of her rare nods to being a mortal and having to do that whole breathing thing. She continued without missing a beat.

"I've seen this big green sunny symbol before a coupla times-"

As fast as the verbal avalanche was coming, it took Behemoth a moment to catch up to what she had just said. When he did however, the sudden jerk of him straightening to bolt upright and the instant gleam of hard focus in his eye was just startling enough to Pinkie to cause her to miss a beat in her cheerful monologue.

"-and I...whats wrong Behemoth, you look all super duper serious all of a sudden. Even more then usual, and that's a whole lot! Did you eat the sandwich too fast and get a tummy ache, cause I hate it when that happens! T his one time Mrs. Cake baked a whole batch of-"

He spoke over her, ignoring her ongoing verbosity. Leaning across the table, he tapped the symbol that had caused so much grief in such a short period of time, drawing her attention back to it.

"You mentioned you'd seen this before. Would you mind telling me where?"

"Oh sure! Rarity mentioned that... you know Rarity right? Everypony knows Rarity she makes the best dresses in all of Equestria!! She even made one for me that had a great big cupcake on my head! And Fluttershy's had a birds nest! But those turned out to look kinda silly so we-"

"PINKIE."

Behemoths voice, while not quite a shout, was loud enough to earn him a few disapproving glances from the customers, while Mrs. Cake, who was currently running the counter craned her neck to look over. The alarm on her face suggesting that she expected to witness her part time assistant being devoured alive. For Pinkies part however, she showed not the slightest bit of concern.

"Behemoth?"

"This symbol, Pinkie. What about it and your seamstress friend. Does she have something to do with this group, is she one of them?"

Pinkie let loose with an ever cheerful giggle at this.

"One of them? No way! Rarity's never really been big on joining clubs...I think...unless there's some super secret fashionista club she never told me about... hmmm...but no, they just hired her to make them some big fancy robes with the green sunny thing all over 'em. They wanted them all fancy, and expensive, and a whole lot of em, like, thirty or something!"

"Thirty...well shit... Anything else you can remember about it?"

"Hmmm...lemmie think..."

Pinkie frowned deeply, her brow furrowing in furious concentration as she obviously wracked her physics disrespecting mind. After a moment, her reply was...

"Nope! Not a thing! Ohh, but if you wanna know more, you can always go ask Rarity yourself!! I'm sure she'd love to meet you, you being all big and large an not small an what not. Just swing on by her boutique tonight after closing. I'm sure she'll tell you aaaaaallllll about those robes. Oh, and I almost forgot. She doesn't lock her bedroom window, up on the third floor. You should probably go in that way, all sneaky and ninjalike, oohh!! I've got some super awesome nightvision goggles if you wanna borrow them!"

"Hmm, I might just do that, pay a visit to your...wait a second, did you just encourage me to sneak into her bedroom window in the middle of the night?"

Pinkie bounced up, showing her usual aversion to more traditional forms of locomotion, and bounded off towards the staircase leading up to her apartment.

"Yup, sure did!! Byyyeee!!!"

And with that, she was gone. Leaving Behemoth slightly confused and with a whole new tangent to explore come this evening. He would be lying to say the implications didn't concern him, but at the same time, more information was more information.

"Well, looks like I'm going to have an interesting evening..."

That would turn out to be a...bit of an understatement.

He slipped in, his large frame blending perfectly with the night sky behind him, so that the only visible sign of his entering the room was the momentary fading and then swift reappearance as the pin pricks of light emerged from behind his silent bulk. He pulled the window closed behind him, a single black feather left in the frame serving to muffle the already quiet sound of it closure.

~Alright then, lets get a look at what I'm dealing with here.~

He stuck to the periphery of the circular room, moving as a shadow through other shadows, deftly avoiding the flickering pool of light cast by a strangely solitary candle providing the only source of light in a room far too spacious for its meager efforts. He took great care to examine every square inch of the room for any concealed threats...a task made somewhat more difficult as he found his eyes instinctively drawn back to the figure lying on the over sized bed.

~Damn, Pinkie didn't mention her friend would be this...yeah...~

He found his clinical focus to be waning slightly as his eyes ran over her body, a sheer gossamer night gown, scandalously cut and translucent even in this poor light adorned her curvacious frame. The silk was a faint whisper, hugging her tightly and leaving nothing to the imagination. For a fleeting moment, he wondered why the ADDITION of a layer of cloth proved so...appealing, especially since the vast majority of the population spent the vast majority of their time nude, but that thought drifted off into the aether as she glanced up from the book that had occupied her thus far, and her deep blue eyes looked directly into the shadows were he was certain he was still concealed.

"Is somepony there, has some vicious brute slipped in under the cover of darkness to take advantage of an innocent, unsuspecting little mare?"

She spoke quietly, her voice lovely and proper as it was, wouldn't carry beyond this room. It wavered slightly in a tone that could've been either fear...or anticipation. He decided now was as good a time as any to make his appearance. He stepped out of the shadows, moving at a slower pace then was strictly necessary. He was well practiced at using his disconcerting visage to unnerve ponies, and this was a perfect time for that particular bit of theatricality. He spoke in a low, slightly exaggerated grumble.

"Alright, Rarity, you and I are going to have a little cha-"

She scrambled across the bed, backing away from him, for just a second, he thought he'd seen a smile flash across her face, but...no, that didn't make any sense.

"Ahh!! You great beast!! I knew you had come, that you had stolen into my boudoir, no doubt to ravage and take advantage of my supple body in my helpless state!!"

She dramatically threw herself backwards onto a mountainous heap of pillows piled high at the head of her bed, the overdone display completed as she turned her head to the side and threw a fore hoof across her eyes. Behemoth was well and thoroughly lost by this point, his plans of how this interrogation was supposed to go down having flown right out the proverbial window.

"I...wait, what're you talki-"

"Undoubtedly a monster like you will make wicked use of the conveniently placed items in the next room...the door on the left. No, no, MY left..."

He crossed to the door, his gaze now turning swiftly to one of confusion as his brow knit together. His eye was on her as he moved silently through the room. One of those deep blue eyes met his for a second or two before retreating back behind a foreleg. He opened the door into a lightless black void beyond. He didn't quite know what to expect, but whatever he did expect the small, windowless room to contain didn't quite match up to what he was confronted with as he fumbled for and found the light switch.

The room was floored in a dark tile, obsidian maybe, polished to a mirror sheen. The walls and ceiling were hung in deep folds of jet black silk. The combined effect seeming to make the room smaller then its already cozy dimensions. Hanging from the ceiling, the single source of light in this chamber, was a heavy steel industrial lighting rig casting illumination from a pair of long, fluorescent bulbs. Positioned directly below that rig, facing him, was a large, stainless steel 'X', which seemed to be mounted on a pivot, allowing for movement in all axes, as well as adjustment of height. It was the only piece of furniture in this room, save a large, multi drawered wardrobe sturdily built of a dark, almost blood red wood. Behemoth sighed, speaking in a low, resigned, slightly annoyed tone.

"Oh, what the holy bearded fuck is this now...?"

Distracted as he was by the odd and more then slightly unexpected sights of this room, his normally impeccable perception had waned to the point where he didn't notice Rarity moving over behind him, or the haughty, self satisfied smirk that marked her face as her horn began to glow. He noticed as his hooves left the ground.

"Wooaaahh wait what the..."

He looked over his shoulder to the purple maned mare stepping up to fill his void in the doorway. His gaze was fixed on her as his body turned without his input, and he felt his back pressed against the cold steel cross frame.

"Rarity...what are you doing?"

His voice was level, its projected calm betrayed a bit by the twist of inflection in the last syllables. That smug, supremely confident smirk was still adorning her face as she nodded slightly, tight leather straps coiling up on their own, constricting his ankles, pulling them hard against the metal like abnormally thin serpents.

"What, you think just because I am a lady that somehow I am defenseless against a brute such as you? I think not. Welcome to my parlor, dear. Here you impertinence will be...addressed..."

Punctuated by a wooden thud, his attention turned to the armoire, and the variety of items leisurely floating through the air towards him. He spoke to her, but those poltergeist objects held the attention of his one good eye.

"Ma'am, I didn't come here to cause you any harm, just to ask a few questions about your clientele...whatever your planning, you should reconsid-"

He was silenced by a thick, hard rubber gag cinching tightly around his muzzle.

"Oh shush now beast, I cannot be bothered to care why you're here, but I certainly will take advantage of such a...magnificent male form unwittingly making itself available."

As the rest of the items she had selected took up positions around her, one in particular drew his attention as it spun end over end in mid air, the harsh artificial light caught and reflected back by its polished surgical steel surface. It looked like nothing so much as a slightly smaller version of a knitting awl, a heavy base tapered to a wicked point.

"For the rest of this evening, and as much longer as I see fit, you belong to me...do try not to struggle too much dear, if you cooperate, you might just find pleasure...of a sort, in the next several hours."

He felt the sharp edge of it press against his leg, just above where the thick leather bound him, and a reflexive shiver ran through him, making his coat stand on end as it trailed slowly up the appendage. It left a red welt rising up from his skin in its wake, visible even through his coat. It was sharp enough and applied with enough skill to just barely avoid drawing blood. Rarity tsked disapprovingly as she stepped closer, examining his restrained form with a critical eye.

"My my my, it seems I wont be the first to leave my mark on your flesh..."

She was paying particular attention to the intertwined weave of scar tissue decorating his torso, the knurls of a multitude of rough healed wounds, each a stark white slash of various lengths and widths in the dark blue tapestry of his broad chest. She traced them with the diminutive spear, tracking along some, outlining others, wire thin red weals overwhelming the long since numbed flesh.

"Ahhh, now this...this is a masterful piece of work..."

She had come at long last to the massive, puckered indentation that marked where he had been pierced clean through by the King Blade. As her steel followed more then two years in the wake of the one that had cleaved him, that had ended so many lives so dear to him, he felt a powerful rumbling building deep in his gut. The 'other', the one he fought so hard to contain, didn't like the feel of metal near that wound...no, it didn't like that similarity one bit. His vision drew back, his perception retreating into his skull, the world shrinking and melting away, narrowing his cone of vision down to her. Her and her blade. What wasn't fading to black, was swiftly fading to red. A slow, drawn out creaking issued from his bonds as the figure they contained strained them to their limit.

"Crude, brutal...lacking a certain finesse, but...its sheer scale...the size of it...so beautiful, so raw..."

As she ran her spike in circles around the physical manifestation of his mortality, she leaned in closer to it. Running through his head, over and over almost like a prayer was one recurring theme.

~Don't do this, don't do this, don't do this, you'll wake it up, you'll bring it out, don't do this, it will tear you apart, DON'T DO THIS!~

He knew she couldn't hear him, silenced as he was, but he tried to meet her eyes, tried to implore her to reconsider. It was no use, she was too enamored with his mangled flesh, too focused on the menagerie of his scars to pay heed to the eye silently pleading with her not to-

She pressed her tongue against the rent flesh, running that agile little muscle through and over the knurls of stark white. She released an almost sexual moan as she reached the upper limits of it.

"Mmmmmnnn...delicious...magnificent...I want...MORE!"

To punctuate her cry, she buried the short, steel needle into the old wound dominating his chest. He felt every millimeter of cold metal slipping into the meat of his sternum, was clearly aware of the way it scraped along a rib on its inward journey. He felt every bit of this...and then ceased to feel anything. His bonds creaked, the long, low groan of leather being stretched. Rarity glanced up, annoyed at this distraction.

"Oh, would you just stop, those have restrained much more imposing specimens then yourself. Resign yourself to this, you just might come to enjo-"

With a drawn out ripping noise and the squeal of bending metal, it turned out she was wrong. Her focus on the thin trickle of blood seeping down his dark blue chest, she didn't even have time to cry out as his massive form exploded forth, propelling her across the room and into the silk lined wall next to the door. The hard rubber gag hit the ground after she hit the wall, it had been bit clean through.

~KILL IT, STAVE ITS SKULL IN WITH OUR BARE HOOVES!! CARVE OUR VENGEANCE FROM ITS FLESH!!!~

The voice wasn't his own, but it was very familiar. His vision of the startled white mare, the deep pools of her blue eyes, shocked and now meeting his one...it was different now, it wasn't the same warm gold as before. Now, it was the dim metallic of old brass. The once bright eye had grown dark and full of a bone deep fury. His vision of her flickered and jumped, shimmering like the mirages on the glass plains of the Deadlands, where he had first encountered...no, it wasn't a seamstress, not a lovely and proper purple maned fashionista. With a snap as sudden as a bolt of lighting, she was gone, in her place, pinned against the wall by a powerful foreleg across its neck, was a jet black form with vibrant green, segmented eyes.

~AVENGE OUR FALLEN BROTHERS, OUR LOST FRIENDS, SMASH THE LIFE FROM IT, RIP OUT ITS THROAT, WATCH IT DROWN IN ITS OWN PUTRID BLOOD!!~

Its form was...wrong, strung out. Legs far too long, a body far too thin, its belly hitched up in a fashion that would imply starvation in a normal equine form. Its flesh was smooth, matte black, a far cry from the chitinous, shining carapace more commonly seen on the drones. The holes, the carved out, random indentations and pits were much smaller then those seen in its kin, but much more numerous as well. It was obviously, wickedly feminine, and a sinister intelligence flashed in its multi faceted eyes.

~KILL IT, TEAR IT LIMB FROM LIMB, DESTROY IT AND EVERY SINGLE ONE OF ITS GODS DAMNED-~

As she choked and twitched, rear hooves dangling well off the dark tile, Behemoth reared up, the twin of the hoof that held her pinned to the wall by her neck shot forward, its girth coming straight at her face with force enough to shatter bone.

~No.~

This voice was his. Calm and composed. The deep and sonorous tone of his normal speaking voice, devoid of emotion, save, perhaps, for just a bit of weary resignation. The hoof stopped in mid air, scant inches short of plowing into Rarities defenseless, lovely face. She watched as confusion filled that single eye, and, for a second, it flashed back to gold.

~She is not our enemy.~

Back to brass. The hoof shot forward again, smashing into its target with three rapid strikes, each more furious then the previous. The wall three inches to the left of Rarities head had been buckled and rent, a hole nearly punched clean through the thick wood.

~LIES!! HER AND HER BROOD SLAYED OUR ENTIRE PLATOON!! SOLSTICE, WIND WEAVER, ECLIPSE-~

Back to gold.

~No. She is not one of the hive, she is not an Infiltrator. Even if she was...the platoons blood is on OUR hooves...WE killed them.~

His form and fury sagged and wavered. 'IT' knew that he was right.

~We killed them by not training them well enough...by not preparing them for what we KNEW was coming. The hive was just a tool, the...weapon. WE killed them...I, killed them...I...I failed.~

The other voice didn't, couldn't respond, all it managed was a brutal shake of its head, and an angry, animalistic grunt of argument. That sound held no conviction. The creature pinned to the wall jumped, shivered, like a movie with a damaged projector she flickered and popped.

~Look again.~

As her vision faded to black and her eyes fought to roll into the back of her head, Rarity watched the insane fury drain from his face. She watched the eye, the single eye that had held her as immobile as the leg across her windpipe, watched the heat drain out of that lonesome orb. It returned to its natural shade...mostly.

The changeling Infiltrator shifted, the dark, abequine form drained away like water, leaving a quaking, choking mare pinned by his brute power to the wall of her own 'playroom'. A strange, unbidden thought flashed through his mind, even with her face slowly turning the same shade as her mane, and her hooves beating a slowing tempo against the wall...even now, she made asphyxiation look gorgeous.

With a strangled grunt he cast her aside, the act more to get her clear of him then cause any more harm. The folded silk of the wall slowed her arc enough that when she hit the ground, sucking in deep gasping breaths of air, the impact was hardly noticed by her trembling, oxygen starved frame. With a growl, he drove his head forward, his powerfully muscled neck working like a piston. Once, twice, three times he drove his head into the wall where she had been scant seconds before.

He left his head resting against the wall, a warm trail of blood trickling down his face from where a shattered wall board had carved another ragged cut across his brow, adding to the mosaic of his existence played out in stark reality across his body. His heart was thudding painfully, as if trying to force its way free of his rib cage. He closed his eye, focusing his attention inwards, quieting the beast and regaining what little composure he might still salvage from this debacle.

~This...did not go as I had planned...~

The sound of hoof falls on stone drew his attention to the form in the corner, his eye opening to look to her, his head not leaving the wall. A golden eye fell on her as she stood. The beauty of her form somehow enhanced by the shallow scrapes, and the welling, vibrant purplish blue bruise forming across her throat. She met that eye. He doubted his sanity, as he saw that she was smiling in an obviously pleased fashion.

"Well then, brute, now that we have the foreplay out of the way ..."

13: Aggressive Negotiations

His good eye still focused on her, he took a moment to appraise her, looking for any obvious sign of serious head trauma. Seeing none, he drew his head back from the wall that was now just a bit worse off then it had been before his cranium based assault.

"Foreplay? You cant be serious. After all that, you're still... I damn near crushed your trachea, you were seconds from death."

With a casual shrug and an exaggerated flip of her mane, she moved over to the heavy steel 'X' dominating the center of the small room. She spoke as she inspected the havoc he had wreaked on her favorite piece of furniture.

"Yes, maybe a bit, but what kind of hypocrite would I be, as a sadist that didn't enjoy a bit of masochism now and again. Mmmmm...the strength, the raw, unbridled power in the way you slammed me across the room...the lovely way you pinned me to the wall, stealing my very breath away...uuunnnnhhh...oh yes, I came."

She looked over her shoulder at him, shooting him a mischievous little smile and wink as he stood there dumbfounded at her latest revelation. The intended effect of it subtly changed by the deepening purple bruise across her throat. After staring at her in silence for more then a few seconds, he shook his head with a sigh and moved around the periphery of the room.

~I'm really starting to think I'm the only sane pony in this entire damn town...~

Whether by design or coincidence, this route kept her at a steady distance, and kept his good eye facing her. His journey ended as he came to the large, multi drawered wardrobe stretching clear to the low ceiling and filling a sizable portion of the wall with its mahogany bulk.

"That's not why I'm here, I just need a little information about a recent client of yours...clients, to be more accurate."

As he spoke, he opened the drawers one by one, taking stock of the dizzying array of toys that filled them. Each tucked snugly in its own little felt lined indentation, impeccably neat, ordered by color, size and...application. He considered himself fairly educated about these kind of things, Luna had some...eccentric tastes, after all. He supposed he would too, after a thousand years, you had to spice things up a bit to keep from getting bored.

"The recent commission placed by the 'Children of The Celestial Order'. Would you kindly tell me everything about them. Literally, every single thing you know. "

Still looking through her collection, he realized better then half of these things left him without the slightest idea as to how, or what they were used for. An exasperated and exaggerated sigh from behind him tore his attention away from the drawer of questionable intent, but not before a particular item caught his attention. He had an idea how this conversation would go down, and the hollow silver tube he had stealthily scooped up might prove useful before long.

"Ugh, just like a stallion, always business business business...no, rather not. A large part of my success comes from my discretion, my clientele pays well for...anonymity, in certain situations. This being one of them."

Her head was tilted up as he turned back to her, the pose a little comical as she was trying, with some obvious difficulty, to tilt back far enough to look down her nose at him. A smirk of self satisfaction adorned her face.

"As such, I have no intention of telling you anything. Indeed, perhaps it is time that you crawled back into your shadows."

~So...that's how you want to do this...~

He began to move towards her slowly, he'd regained his psychological footing after the latest of his...conflicts. Now the pieces of a new stratagem began to fall into place. His original plans were no longer a viable option, so he decided to steer this encounter in a... different direction.

"No, that's just not going to happen."

His voice had returned to its calm, collected tenor, and the look in his eye, the smile on his face caused the thin veil of her imagined superiority to flicker and wane, slipping away like fog before a flame. Unconsciously, she took half a step back.

"Ahem, now then, none of that, if you insist on this foolishness, I've learned a trick or two from Twilight that will-"

In her unthinking verbosity, she'd let him get too close. As she realized her error her horn finally began to glow with pooling power. It was too little, too late. With a forward hop and an assistant beat of his wings which caused the fabric swathed walls to flutter and shiver, he was on her. Gripped in the prehensile tip of his single remaining full length wing, the hollow silver cylinder he had liberated from her collection came down firmly in the center of her forehead. Her horn completely swallowed up within it.

With a thud that sent a tremor through the floor, her built up magic energy backfired, strange, runic carvings in some language that was old when Celestia was young glowed a molten orange along the reflective curve of the cylinder. Rarity's power, that had been scant seconds from blasting Behemoth clean across the room, imploded back, hitting the nerve cluster at the base of her horn with all the subtlety of a sledge hammer. Her vision snapped to black from the force of the feedback, and her body collapsed like a puppet with its strings cut, spilling to the floor in an undignified heap. As her consciousness faded, the last thing she heard was his voice.

"And that, my dear, is why you lock up the really fun toys..."

She wasn't out for long, the feedback daze faded quickly. She was vaguely aware of being moved while she was under, and could hear, even though it sounded as though coming from the bottom of a well, the sound of tearing fabric. As realization and sense slowly swam back, her eyes fluttered open. The first thing she saw was Behemoth, leaning back against the now closed door, legs crossed, waiting patiently.

"Whhaatt...where..."

As she remembered recent events, she gasped, her eyes shot open in alarm and she tried to stand. Tried. She couldn't move. Looking up, and then down, she was shocked to discover she'd been securely fastened to her own table. The leather straps, which had been torn clean out, had been crudely yet effectively replaced by strips of black silk, obviously stripped from the walls to form her impromptu bindings. The table was set back at a slight incline, holding her upright. She could still feel the Nullifier snugly fitted to her forehead.

"Ah there you are, welcome back. I was beginning to wonder how long you'd be napping. Now, that I have your undivided attention, we're going to have a little chat."

He pushed himself off of the door, stepping closer to her in a slow, casual gait as he continued speaking.

"Now, ma'am, I'll say it again, just in case its slipped your mind. I want you to tell me everything you know about the 'Children of The-"

A gob of saliva splattering on his cheek silenced him before he could finish. He didn't so much as twitch.

"Fuck you."

Glacially, a smile drew a faint crease across his scarred visage. His eye twinkled in amusement.

"I wont tell you a damn thing! Any information you want, you'll have to force out of me!"

For a second time this evening, a look flashed across her face that could've been apprehension...or anticipation. He let loose a low chuckle as a wing stretched forward and swept her spittle away. The faint smile had expanded into a full on grin.

~Well alright then, if she wants to play, we'll play...~

"You know, somehow I knew that was going to be your answer...Well, if that's the way you want to do this, lets see what we are working with here..."

As he moved closer, she straightened up, laying her head back against the cold steel, preparing herself for the brutal ravaging she thought was coming. A trickle of fluid, all but invisible against her immaculate white coat ran down the inside of her thigh at his approach.

"Do your...worst?"

Her faux resistance took on a questioning tone as he slipped past, stepping out of her line of sight without breaking stride, and without laying so much as a feather on her. He did, however, pull the x frame around with him, slowly turning it on its precision mounting. He moved it with a single wing and without any visible effort, the ease of this motion a testament to the skill that had gone into its construction.

"I wonder, out of this...rather impressive collection, all of which you've undoubtedly applied to who knows how many mares and colts over the years, I wonder how many of these you've tried yourself..."

As an effective punctuation to his point, he hefted a massive phallic shape out of the lowest drawer. At its suction cup equipped base, it was easily as big around as his own leg, and stretched to a tapered, slightly up turned conical tip at a length that put it just north of his knee. It was a vibrant, lime green in coloration, the vulcanized rubber of its construction shining dully in the harsh fluorescent glow. In a flowing and elegant free hand script written up its length, was a single word. "Steve".

"This for instance...manticore?"

It took her a moment to reply, Steve always had that effect on her, the mere sight of him made it difficult for her to focus enough to speak.

'N...no, dragon...juvenile, of course..."

"Dragon...hmm. That'd probably shift around some internal organs in a fairly dramatic fashion...maybe we'll work you up to it."

Behemoth plopped the monstrosity named Steve onto the floor in front of her, the up turned tip almost seeming to wink at her helpless form as Behemoth turned back and continued his rummaging. Her mind ran wild. She knew categorically what those drawers contained, and could hardly imagine which he would use against her first. Her legs quaked in anticipation, and she found herself actually arcing her back away from the steel x as her imaginings grew more and more vivid and debaucherous.

Would he turn wielding the stout girth of a Cerberus? The bifurcated length of a hydra? The corkscrew-like equipment of a chimaera? The-...He turned, and the sudden motion almost made her whimper in anticipation, then she saw what his wicked mind had chosen. A small, pink, battery powered egg, and an equally diminutive, pale blue shaft that would be hard pressed to satisfy the most timid of fillies, fitted to a thin harness. She stared at him, confusion leading to disbelief leading to flat out fury.

"What..you chose...are you fucking kidding me?!?"

He couldn't help but smile at her uncharacteristic outburst. It was the same general response he'd expected, just a little more...blunt. As he replied, he made no effort to disguise his mirth as he strolled back over to her helpless self.

"No, I'm not fucking kidding you. As I said, I'm here for information. Nothing more. If you don't want to cooperate...well, I'll just have to do a little convincing."

"Bu-...I...surely, the threat of, for example the buffalo cock in the third drawer with seventeen speed and rotation settings, or the gas powered example on the top shelf, modeled after that found on a friends brother...I mean, even your own-"

She was abruptly silenced as the harness was fastened around her head, its Pinkie eye blue attachment suddenly tickling the back of her throat.

"That'll be about enough of that. And no, those particular items just wont do. You see, I suspect I could spend three days in this room, use every toy you have in that chest and wear my self to the point of uncomfortable chafing fucking you up down and sideways, and you still wouldn't tell me what I want to know."

As he spoke, he slipped the tiny egg, a gift from dear Fluttershy, up between Rarities already dewy wet nether lips, making sure it was snugly in place before straightening back up.

"So, we'll try this a different way."

He sat a few feet back from her, and flicked the little wireless control switch for the small ovoid to its lowest setting. She glared at him, the anger diluted slightly with a tinge of amusement. Even after he started toggling randomly between various speeds, all on the low end, the sensation was pleasant, and she was already built up from the anticipation but at this rate it'd take...hours. Her face went slack as she realized his intentions. He smiled as he saw it dawn on her, rewarding her cognitive capacity with a slow dialing up.

"There we are, now it seems you understand..."

He spiked it all the way up, driving a slight shudder from her secured form with the sudden change of pace. A faint, but distinctive buzz was now just audible. Even with it bouncing up and down the list from seven to ten, it was no where near the kind of action she was used to. Something about it though...

She didn't know if it was the slightly bored, slightly amused way he watched her, or the lingering deliciousness of the physical pain he'd caused, or the experience of being the one ON the table as opposed to OVER it...whatever it was, she could feel it building, feel her second orgasm of tonight moving steadily, almost begrudgingly closer.

~Mmm...it wont be great, but...just...a little...~

She settled back, relaxing a bit. She'd decided to take what she could get, even if it was far too gentle for her liking. A surge was building in her loins and an electric shiver ran up her spine, intensified by the cold steel. The trail of wetness down her thigh was a bit more pronounced now, a single droplet broke away from her hoof and splashed onto the tile.

~Ahhh...yes...that...just a little more-~

It stopped. Turned to zero with a clearly heard click.

~No, no, not now, not so close....gah!! You horrible rotten BASTARD!!!~

She squirmed and bucked, at least as far as the restraints would let her, trying to find just the right motion, just the right angle to finish...it was wasted effort. As the heat slowly faded from her loins, it rose, flushing her breast and cheeks with her anger. As their eyes met again, he was well aware that if the Nullifier wasn't in place right now, he very likely would've been blasted clean through one wall or another.

"...So, Rarity, was it good for you?"

The daggers she was staring at him were the closest she came to a response.

"No? That's ok, lets go again."

And so they did. As before, he started slow, working a few sharp jolts in now and again, just to keep her off balance. He never left it at one setting for more then a minute or two, never gave her a chance to get used to it. Before long, riding the coat tails of the barely diminished last, she felt a third coming on. This one a little harder, a little faster then before, her left leg gave a little inadvertent shiver as the wave of ecstasy closed in, as she rode right to the peak...and then it cut off again.

Denied again, she roared. That was the best term for it. It wasn't a cry or scream, not a grunt or moan, it was nothing more then the animalistic roar of a predator denied its prey. She strained and flailed, throwing her gorgeous form forward against her bonds. With a smirk he looked up from the magazine he had acquired from her night stand.

"Really? You don't say?"

He flicked it back on, setting it to three. Not enough to finish her off, but enough to keep her right there, just shy of orgasmic bliss. For just a second as her little torturer buzzed back to life, her fury softened, taking on, again, just for a second, a look of pleading, almost begging silently. It didn't last. She steeled herself quickly, her simmering fury returning just in time to join the seemingly random vibrations. Behemoth turned back to his magazine.

This pattern continued through the night. Over and over she was brought to the peak, and over and over she was left there. She'd long since lost track of how many times shed been jerked back from the edge. Her fury had long since been exhausted. She had railed, she had screamed, she had flailed and fought. And he had sat by passively, watching and manipulating her own toys against her. The pleasure denied her had formed a concrete ball of tense muscle low in her stomach, it throbbed each time he brought her close, driving a faint whimper or groan from her every time it twitched and sought to unravel. He wouldn't let it.

Hours later, as dawn was approaching, she was panting, gasping for breath and slick with sweat, her entire body shining in the dim light. Her lovely mane was plastered along her face and neck, hanging as damply as her body did. Behemoth was watching her silently.

The only thing holding her up any longer were the strips of silk fashioned about her ankles, she hung from them limply. Her head hadn't risen from her hitching, heaving chest in half an hour, and the only sound now that the buzzing had silenced was a steady, quiet drip as the puddle around the base of the x frame rippled each time a perfect sphere of liquid fell from her.

"As...fun as this has been, I think we're just about done here, wouldn't you say?"

He crossed to her, kneeling by her, his head level with hers. His nub of a wing gently lifted her chin, the other coming in and removing her phallic gag. A thin string of spittle ran down to the floor, accompanied by a trembling moan. Deep blue met shining gold. This close, the smell of her was powerful. The odor of her exertion, a body not used to sweating, the last, cloying vapors of her perfume, and the much stronger, radiant scent of her dripping sex.

"Now. Tell me what I want to know, and I'll let you down."

Her response was a murmur, just quiet enough that he couldn't make it out. He leaned in a little closer as her head slowly rose from her chest, and the azure pools of her eyes fixed on him. After all this, there was still fire there. She still hadn't broken.

"I said, fuck me, you troglodytic asshole. You vicious, cruel, cold hearted amazing bastard. Fuck me, and I'll tell you everything."

He leaned back from the weary strength in her voice, his eyebrows hitching in obvious surprise. Silence reigned for a span of seconds as he processed her demand. As a smile split his broad face, a booming laugh cut the silence short.

"Heh heh, damn darlin, you've got fire in you, some real spunk!! S'pose its about time I give you a little more, eh?"

He stood, spinning the pintle mounted table around, its articulated support arm running up the side and bending down to crook over it as he spun her ass around to face him, her stomach facing down towards the dark tile. He moved forward, his rapidly stiffening erection sliding up between her restrained legs, he rubbed his length along the outside of her puffy, swollen lips, coating his girth in her juices. His thick cock head slipped up, over her plot hole and was tickled by scattered strands of her tail as he butted up against the base of that cascade of purple.

"Hmm, alright then Miss Priss, tell me how you want it."

Her response was predictable in both its brevity and content. She looked back at him, or at least made an attempt to, the best she could manage from her current position was eying his knees.

"Hard."

He chuckled a bit at her response.

"Yeah, figured you'd say that."

He leaned back and reached down, a wingtip guiding his progress as he pushed forward. The broad, flat head slipping into her with hardly any effort, the literal hours of teasing having left her gasping, gaping at both ends, eager and willing to accept every inch he could give her. So he gave all of them.

Without delay, he slammed into her, sheathing himself balls deep in her drooling quim with a single thrust. The table creaked under the force of the first impact, swinging forward and rebounding back from his fore legs positioned between the arms of the 'X'. Its rearward swing was arrested by the second thrust, which set it to swinging again. At the third, she came.

She grunted with each impact, the space between filled with a high pitched mewling. He felt her clench and shudder around him each time he bottomed out, her inner muscles spasming at their long awaited release. As she looked back between her secured legs, she watched the steady, rhythmic way his scrotum slapped forward against her, swing up with a loud clap against her with each piston. With each, the ball of tension low in her stomach unraveled more and more.

As she came, not even cognitient as to if it was one after another or the same, drawn out explosion of pleasure peaking with each brutal thrust, as she came, she started talking.

It was not what he anticipated, and it almost threw him off his game. The unexpected, detailed explanation, now of all times. He set his hips to auto pilot, pounding away as he focused...or tried to, on listening to the disturbing reality she was unraveling. Names, far too many, and far too many that were familiar. He knew theses names, could put faces to more then he couldn't. Ministers, philosophers, Royal advisors...

Guards...some of those names...he'd served with them...trained them...he counted them as friends, brothers in arms...He remembered their kind words of farewell and the respectful, reverent wishes they'd offered him as he left their fold...and they were part of the group that had tried to kill his sister...

As one ball of tension was draining from her, one was forming in him, deep and cold. His enemy had infiltrated every aspect, every level of society, all the way to the top. He'd known it would be bad, but this...

He was passingly aware of pulling free of her, leaving her soaked, satisfied body dangling from the strips of her own silk. He remembered tilting her head up, meeting her lust filled, exhausted eyes and thanking her, somberly and sincerely...then shoving his cock, slick and dripping with her very essence into her mouth and unloading against the back of her throat.

She was asleep by the time he gently carried her to her bed, slipping the blankets up over her. It was an unseasonably cold evening. Didn't want her to catch cold. He made these actions in a trance, only passingly aware of the motions of his numb limbs. He silently slipped out into the night, pulling the window shut in his wake, sweeping up the feather he'd left there earlier, leaving no evidence that he'd been there at all.

As he glided down to the ground and began the walk home, he was joined by another. The two of them at home in the dark, barely visible in its deep caress. She spoke, well aware of the tumultuous thoughts that were assaulting him.

"As bad as all that?"

After a few seconds, he nodded. He hadn't looked to her since she joined him, he'd felt her presence through out the night, and knew she'd heard everything he had.

"Worse. We know far too many of those names...far too many of those faces..."

She nodded, stepping a little closer to him as she spoke, her voice for only his ears.

"So, how does this change our plans?"

"It doesn't."

"And...what about...the Guards?"

They had come to the edge of town, the warm glow of gas lanterns lighting their way home through the chilly night.

"Nothing has changed. They chose this path. Chose to betray the Guard. To betray me. They chose this. But...maybe I can reason with them, talk them off of this destructive path before it goes any farther...I refuse to believe they're that far gone..."

His words were quiet. They carried no emotion, no inflection or depth. He spoke them as if commenting on the weather. As if he didn't care.

She knew him better then that. She'd seen the deepest depths of his mind, walked casually through the farthest reaches of his psyche and seen the horrors that dwelt there...most of them. She knew his daemons...most of them, and that he was fighting them now, again. These conflicts were becoming more and more common. She changed the subject.

"You know, now that I think of it, you've...had your way with all of the Elements of Harmony now, haven't you?"

He stopped, his head tilting to one side as he considered this in silence for a few moments. His eye wide as that factoid dawned on him.

"Hmm...it would seem so, strangely enough...huh...what an odd coincidence..."

As they resumed their pace, Luna frowned, her luxurious mane sent dancing as she shook her head.

"Coincidence...no, I don't think so. Whatever is effecting the population, the...loss of inhibition, the over the top emotional responses we've been seeing so much of lately...it's taken its toll on them as well. That's the only logical explanation."

He finally looked to her, the corner of his mouth pulled up in a begrudging smirk.

"What, you're saying it wasn't my charisma and charming personality that wooed them? That it wasn't that they couldn't resist such an amazing specimen of male-ness, and there is some other reason they so eagerly sought out my dangly parts?"

She laughed a little, it was a beautiful sound, and swept some of the weight from his shoulders.

"Well, of course all that is a factor, but no, not so much..."

Her smile slowly faded as she considered the possible implications. She spoke again as the cheery lantern hanging over Derpy's front door came into view.

"Something...whatever it is, its happened to them too...this wide spread, this pervasive, it has to be something environmental...something they've all had contact with...besides you, of course."

"Of course...but what? What is the constant here?"

She sighed, annoyed at not having an answer.

"I don't know...but this issue with the 'Elements'...those six girls, they're basically a super weapon. That much power...the combination of their six essences, and the fact that you've tapped into that on a rather...carnal level...I think I might be able to use that..."

It was Behemoths turn to frown, looking to his Princess with open concern.

"USE it? I don't like the sound of that. Use it how, for what?"

"Now that...that's a very good question."

14: Heaven

He'd been awake for a while now, but just couldn't be bothered enough to open his eyes. He'd been listening to the faint chirping of some cheerful avian or another, and the occasional clatter or creak echoing through the home as Derpy got up and got ready for work.

The faint weight against his chest and the whisper of steady breathing let him know that, as usual, he was up before her. He tilted his head down, taking care not to disturb her as he did so. He watched in silence as even as she slept, her sparkling blue-black mane danced and flowed of its own accord. Leaning down, he brushed his lips against that shimmering, and breathed deep the scent of one of the few things left on this planet he cared about. One of the last he loved.

Moving inch by inch, taking care not to disturb her well deserved rest, he slipped out from under her, gently lowering her head onto a pillow in his stead. Satisfied that he hadn't awoken her, he stepped over to the window, a thin bar of bright light, the incandescent orange that only existed in the early morning carved a path across the room, well clear of the bed and the resting deity.

He watched the faint stirrings of the town outside, muted by distance and the thick glass. He watched in silence as life sprang forth from every angle and door, spilling into the streets bit by bit. The serenity and peace of the empty night giving way to vibrant motion and purpose, to strength and life. He found it beautiful. Even more so as he knew it was only half of the story. Here, invisible to the world beyond those window panes, and in one of the few times when his thoughts were his alone, he wavered.

~I could just...forget it all. Pretend none of it ever happened. Forget all that was and all that I suspect is coming...only concern myself with now. It would...be easier. I could forget the names and faces of those I've buried. I could let their stories fade into the darkness...~

He watched the figures below moving about their business, carefree and oblivious to the darkness that ran just under the surface of this intricately constructed facade.

~I could be them...live a peaceful, simple life and let all the rest of it drop away. Be a brother, a friend, a...~ He glanced back to the sleeping form. ~...be whatever she needs...~

He stared at her for a moment, the faintest of smiles dancing across his face. He considered himself fairly articulate, reasonably intelligent and well spoken. But, looking at her now, watching as she snuggled in a little deeper to the pocket of warmth he'd left behind...he couldn't find words strong enough to justify what he felt for her. He could put voice to the words, say them a thousand different ways and take days to do it, but the sounds would pale and fall far short of expressing the reality of it.

That glimmer of a smile faded as a flash of light from the bedside table caught his attention. He moved to it with practiced silence. A trick of the light had cast a flare from the grainy, glass encased photograph which sat there.

Thirty two smiling faces looked up at him. Gleaming in armor proudly brought to a mirror sheen, the massive oaken doors of the Lunar Citadel acting as the back drop. They stood proudly, brothers and sisters in arms, the first real family some of them had ever known. They stood smiling in full ceremonial plate on the cobblestones of Canterlot.

Those exact same stones that would soak in their spilled blood less then a week after this portrait was taken. Only two of those faces had left that courtyard alive. The rest had sold their lives dearly, fighting to defend the doors pictured behind them.

Those doors had held.

He remembered every face, every name...and how each and every single one of them had died. He'd met parents, siblings...children of those pictured, and he knew they'd never been told the truth of how or why their loved ones had met their end. There were only four beings in existence who knew exactly what happened that day, and it had been made damned certain it stayed that way, over his objections.

A black hoof rose to the puckered indentation in his chest. It throbbed, twisting with a deep pain that sought to drain him of his will. But it wasn't the scar that ached. He stared at that simple photograph, silent and motionless.

~I won't forget. I won't turn away, I won't pretend it never happened. I won't hide from what's coming...~

A splash of liquid hit the picture frame.

~I won't forget them. I won't forget their bravery, I won't forget their strength. I won't give up, I won't die, I won't let their memory fade. One day their story will be told...one day they will be honored as they should be...I can't...I won't rest until then.~

A second drop obscured those pictured. A black feather swept it away.

~I'll fight as long and as hard as I have to to bring us to that day. Maybe then...maybe then I'll see you all again.~

He turned and left the room. The one eye he hadn't lost that day was as clear as his mind. From below, he heard happy humming, and the occasional, usually off key singing. It was a siren song that lured him in.

He made no noise as he stepped into the kitchen, but she knew he was there anyways. The hefty forms of her mail bags sat on the table, empty and folded into themselves, next to which was her carriers cap, immaculate, the bronze plate over the bill polished to a bright shine.

"Mornin Behemoth, tea should be ready any second..."

Her voice was cheerful and bright. She was obviously wide awake in spite of just how early it was. She'd always loved mornings. He moved over to the stove where she was standing, and poured a mug for each of them right as the kettle began to whistle.

"Good morning little one, sleep well?"

He set her mug down and took a long sip of his own, delighting in the way the heat flooded his body, stirring into motion muscles that were taking their sweet time getting up to par this morning.

"Hmm...yeah, mostly..."

As she turned and sat across the table from him, she slid a steaming plate across to him, the lack of conviction in her voice was clear. He took a bite, marveling once again in her culinary prowess before inquiring further.

"Only mostly? Whats on your mind?"

"Just a...dream..."

She pushed her food around on her plate, taking a moment. She continued before he could ask what about.

"I dreamt I was...we were back in that alley. And the guy with the green eyes...and he was...you couldn't stop him this time, an he..."

Behemoth set aside his fork, looking across the table in silence until she looked up, finally meeting his eye.

"That'll never happen Derpy. That piece of trash will never bother you again. He and his bastard friends are being hunted as we speak by the Lunar Guard. Even if they haven't caught him yet, he's running scared, probably half way to the Griffon Kingdoms by now."

"Yeah...probably... it was just a silly dream..."

"Trust me, he's nothing, a ugly speck of the past. Hell, even if he was stupid enough to come back, I'd-"

Her face changed, taking on a harder angle and she frowned.

"No, Behemoth, I don't want you to go on like that. You're...that's not who you are any more. I don't want you to do any more fighting. I want you to...be a farmer like Macintosh. I mean, I know about you training a bunch of guards in the Everfree, but..."

Behemoth's eyebrows shot up. No one was supposed to know about that...he chastised himself for thinking she wouldn't catch on. She was a damn sight brighter then most gave her credit for...even he forgot that from time to time. She continued.

"...But, no more fighting, okay? You won't tell me what happened. With the eye...an the wing an the chest an all the other scars...and I don't think I really wanna know, but I see how much it hurts you. When you kinda...stare off into nothing...kinda like you're looking at something nopony else can see..."

He closed his eyes with a sigh. Nodding slightly as he listened to her speak her mind.

"Your face is blank, but the look in your eye...I've never seen pain like that before. An I've seen...a bit. It's like...you're blaming yourself for something...like..."

She looked down, focusing on the slowly cooling plate in front of her. Silence reigned, broken finally as she spoke again, her voice choked up, cracking, almost a whisper.

"Like you want to die."

Silence took hold again, the creaks and dull pops of a wooden home warmed by the sun the only sounds permeating the residence. He stood, moving around the table to her, and knelt down, embracing his little sister tightly. Cheeks touching, forelegs and wings wrapped around each other. He spoke, his voice the almost-whisper hers had been.

"Sometimes I do. Sometimes, I feel I should have."

He drew back until their eyes could meet, noses almost touching.

"But that passes soon enough. I know I can look...rough when I...slip, but trust me sis, I'm not going anywhere. That life is behind me. It...comes back from time to time, but it's the past. There's just a few little things I need to take care of, to make sure it stays the past."

She sniffled a little, and blinked the wetness in her eyes away.

"Ya know...that wasn't really the answer I was hoping for. This whole, cheerful reassurance thing...you kinda suck at it..."

He smiled and stepped back, the tension in the room fading.

"Yeah, I keep hearing I have to work on being more chipper and upbeat. But I won't lie to you, you know that. If you ever do, for whatever reason, want to know about all this..."

He motioned first to his eye, then his damaged chest after letting his words trail. She picked up where he left off.

"You'd tell me? I thought it was a...secret or something."

"A little, the full story could cause a bit of...trouble were it ever to get public, but mostly it's just...ugly. Just be sure, that if you ever do get curious, that you REALLY want to know."

She nodded, seeming to consider this carefully as she finally took a bite of her breakfast, and he returned to his own.

"Hmm. I don't think I really want to know. Not right now anyways. I mean, you're here, an you're okay now...even if you...'slip' to somewhere else every now an then...but, just remember two things."

His response was an inquisitive raise of his eyebrows.

"Remember that if YOU ever wanna talk about it, I'll listen. Might not like it too much, but I'll listen."

If it was possible, even more affection swam into his one golden eye. It took him a few seconds to swallow past the sudden lump in his throat and respond.

"That's...thanks Derpy, I'll remember that...and the second thing?"

"Just...I know you're probably gonna have to tussle with these jerkwads again...an yes, it's a word...but when you do...be careful, okay? You've still got ponies that love you, an we...don't wanna lose you again..."

As she finally ate, he stared at the top of her lowered head. His response after a few seconds was hushed.

"Okay."

She looked up, speaking to him through a mouthful of food, a little light returning to her face.

"Promise?"

"Promise."

"Pinkie promise?"

"...I don't know what that means."

She finished chewing, frowning a bit as she mulled it over.

"Yeah, I don't really know either, just that it's got something to do with pegasus envy and putting baked goods in ponies eyes..."

Behemoth mirrored her frown.

"That's...an odd combination."

"Yeah. I mean, I get the pegasus envy thing, we are kinda awesome, but as for confections in the eye? Why not just eat em?"

On that rather side tracked note, the two of them finished their meal together, the discussion turning to more light hearted topics. All too soon, she dropped her dishes in the sink, gathered up her bags and cap, and was out the door and gone. Stopping just long enough to give Behemoth a little hug at the door as he saw her out.

"And another exciting day begins..."

He spoke to himself, but a rattling faint heard snore from upstairs seemed to be in agreement.

It was a few hours later, edging on towards the afternoon, when he and Mac stepped in through the back door into the kitchen. They were dirty and disheveled, coats matted with sweat and rich soil. They were breathing hard...Behemoth maybe just a little harder.

"Not a bad mornin at all B,"

Mac spoke first as his dark companion crossed to the fridge, rummaging around inside and taking longer then strictly necessary, enjoying the recirculated cool air.

"A few years on 'n that little orchard we just put in'll be almost as nice as mine, just a bit smaller...heh, like most things a yours."

Ignoring that particular juvenile pun, Behemoth continued rooting around, partly to hide the grin it had caused. Finally turning with the smile mostly gone and a glass bottle frosted with condensation in each prehensile wing, Behemoth spoke, depositing them on the table as he did so.

"Yup, today was a good start. Thanks for the help, Mac."

Mac disregarded the thanks with a casual shrug and grunt, more interested in taking a long pull from the frosted bottle.

"Hell, it's nothin big, least I can do after all the help you've been up at Acres."

They sat in amicable silence, enjoying the respite from the mid day heat building in what was looking to be a cloudless early summer day. As the two cooled off, the silence was interrupted by a rattling snore from upstairs. It's surprising verbosity and deep bass tone almost seeming to rattle the home to its foundations. Behemoth glanced up at the ceiling, an eyebrow arching. After a moment of silent contemplation, he looked back across the table.

The two stallions looked at each other in silence for a span of seconds, waiting to see if that remarkable outburst would repeat itself. Once satisfied that it wouldn't, Mac was the first to speak.

"Ok, what in the holy bearded hell was that B?" Mac jabbed at the ceiling as if the target of his inquiry was in any doubt. "Sounds like you've got a damn bear hibernating up stairs. That wasn't lil Derpy was it, cause if it was...that'd be kinda impressive..."

A dry chuckle broke loose as Behemoth took stock of the faint look of awe on his friends face. The way Mac was staring at the ceiling was as if he were expecting some mighty power to descend from on high...not too inaccurate a possibility given where that sound had originated.

"Nah, Derpy's at work, that was my...she's my...hmm."

Behemoth frowned as he considered the best way to finish that sentence. Mac noticed his difficulty and managed to tear his attention from the ceiling.

"She, huh? So there's a lady snoozin upstairs an she's yer...what? Marefriend?"

Behemoth shook his head, the frown still etched across his face.

"Nah, nothing that...official. She's my...she's a...female associate."

Mac stared at him, blinking slowly several times at Behemoth's interesting choice of words.

"...Female associate."

"Yup."

"Living with you an Derpy."

"Indeed."

"An yer plowin this 'female associate, arentcha?"

"...Something like that."

Mac continued staring, his disbelief obvious. He let that awkward silence hang for a while before responding, taking another long drink in the process.

"Well alright then. So, when am I gonna meet this mysterious 'female associate', gotta make sure she's up to snuff."

Now it was Behemoth's turn to take on a look of disbelief.

"Up to snuff? The hell you talking about?"

"Yup, yer my friend, gotta make sure she's good enough for ya...even though for you it is kinda a low bar..."

The two of them shared a quiet chuckle at this, Mac's laughter bass and booming even though he toned the volume down out of consideration.

"Ya know Mac, you really are kind of a dick."

"Mmmhmm, just a bit...c'mon now, ya don't expect to me keep up that 'eeyup', 'nnnope' crap even around you, do ya? I just do that to confuse folks, you should know better."

"True, true...at any rate, I don't know when you'll meet her. She's kind of...well, no one 'sides me an Derpy...and maybe Twilight, knows she's here...she doesn't really want to make a big scene. Trying to stay out of the spotlight, you understand?"

Mac's eyes shot open from their usual state of half lidded calm, the particular implications of this not lost on him.

"Aaaaah, I get it, scrawny lil Behemoth, hob knobbin with some fancy celebrity... probably other kindsa things goin on with knobs 'round here too...so, what's she do, acting, music? Nah, don't tell me, you shacked up with onea those, Wonderbolt mares, didn't you?"

Behemoth laughed, slightly surprised at just how into this Mac had gotten all of a sudden. His enthusiasm for this mystery stronger then anticipated.

"No nothing like that, she's in... environment management."

The enthusiasm that had filled Mac near to bursting went away, and he deflated like a large, leaky red balloon.

"Environment management, you mean like the weather patrol?"

"Eh...something like that."

"Well hell, that ain't nothin to get famous for...I don't think you're tellin me the whole story here, B. Again."

Mac polished off the last lonely dregs at the bottom of his bottle, eying it wistfully with what just might've been a hint of sadness.

"Well, whatever the real story is, bring her by for dinner tonight. Her an Derpy both. It's long past time the two of ya, Derpy especially, spent more time with the Apple clan. An that way, I can meet yer mysterious 'female associate', an she won't have to worry about makin a scene."

Behemoth mulled this over, likewise finishing off his own beverage before responding with a nod.

"Yeah...yeah, that just might work. I'll talk to em, we'll be by a little after nightfall, that good?"

"Yup, that'll do."

Mac nodded and stood, heading out into the living room and towards the front door.

"Alright, it's settled, see ya then, B."

"See ya then, Mac."

The door clacked shut, and just like that, Behemoth was alone again, his thoughts his only company.

"This, should be an interesting evening..."

It was a pleasantly warm evening, and the night sky was a true master piece, the moon full and huge, hanging in the sky like a brilliant white ripe fruit. The stars twinkling peerlessly in the cloudless blue black tapestry, it's beauty still a pale parody of that of the being that had created it.

Luna had wanted to make tonight memorable. Something every being who looked into the sky before dawn would recall with clarity and awe. She had succeeded. As they walked up the path to the Sweet Apple Acres homestead, Behemoth was flanked by Derpy and Luna, with the ever lovely and timid form of Fluttershy rounding out their interesting little cohort. They all found it difficult to tear their eyes away from the beauty spanning above.

"...and you're sure this is a good idea? They're not going to be tripping over themselves, bowing and carrying on? Because there are few things I've come to despise more then bowing..."

Questioning along this particular topic had filled the warm air since they'd left home, and had continued unabated since they'd acquired a rather startled, but enthusiastic Fluttershy from her pleasant cottage en route.

For the half dozenth time, still smiling, Behemoth answered. Though he spoke to Luna's concerns, his eye was following Derpy. Her grey form, humming quietly, was almost floating, skipping happily, stumbling occasionally, nearly dancing under the lush canopy of apple trees that swished quietly in the faint breeze. It warmed his heart to see her this happy, this carefree. He hadn't been able to stop smiling.

"I know these folks beautiful, they'll be a little...surprised, certainly. But the Apple family has never been particularly found of standing on ceremony. My best advice is, be ready for ten thousand questions...especially if the Crusaders are there tonight. Those girls will want to know...pretty much everything. About pretty much everything."

Several minutes later, they were standing together on the expansive front porch. The door swung open shortly after the first knock, silhouetting Mac, who's impressive form filled the doorway, standing there back lit by the warm illumination spilling out of the Apple family residence. A plethora of delicious scents accompanying him from the meal preparation well under way.

"Took yer sweet an easy time B, was starting to...think you...weren't..."

As he took in the figures standing in the lee of his ponderous winged friend, Mac seemed to forget the good natured ribbing he was prepared to foist, his train of thought derailing in a rather spectacular fashion.

The meal, in true Apple family fashion, was amazing. Also in true Apple family fashion it was, coincidentally enough, rather densely populated with apples. Granny Smith, unquestioned master of this particular craft, had adamantly refused the assistance of her guests. She'd finally conceded to allow the Crusaders to assist in preparation after they, in pursuit of some cutie mark or another, had somehow managed to start a not inconsiderable fire in the living room.

After his initial shock at encountering the Princess of the Night on his doorstep, and several awkward moments and mildly entertaining over reactions and attempts at fancy speech, Mac settled in, taking the new occurrence in stride with laudable speed.

Granny almost had a coronary event, but recovered with similar gusto, and the Crusaders, who were in fact present tonight, immediately swarmed the deity, orbiting around her like multi colored planets, their incessant questions and immutable vivaciousness bringing a warm smile to the face of the Lunar Deity at their diminutive inquisition.

In what seemed to be no time at all, the meal was ready and all those present piled into the dining room, seating themselves around the sizable table. As delectable as the meal was, it was the myriad conversations around the table that was the real draw of this evening.

Behemoth sat in silence, a smile permanently adorning his scarred visage, his good eye sweeping those seated with him. To his immediate left was Luna, grinning just as widely as he was and looking slightly flummoxed as she was surrounded by the energetic forms of the Cutie Mark Crusaders, barely having time to take a bite between the deluge of questions from Scootaloo, Sweetie Belle and the as ever bow bedecked Apple Bloom.

Beyond them, Derpy and Applejack were deeply enthralled in discussion, Applejack delivering a dissertation on the minute details of keeping a farm this size running at capacity, Derpy listening intently, interrupting only occasionally to clarify a point or expand her understanding on a particular issue.

Yet farther along, sitting across the table from Behemoth, barely visible over the mountains of delicious food, Fluttershy and Mac were stealing furtive glances at each other, speaking in hushed, halting tones no one else would be able to over hear. Both of them were blushing profusely, to the point where it was even obvious on Mac. Of all those gathered, these two seemed the most uncomfortable. A discomfort that slowly faded, to the point where, after some time, they were actually making eye contact and smiling at each other as they spoke.

Finally, come full circle, seated to his immediate right was Granny Smith, silent as he was, watching her family and her guests with a contented, faint smile from her post at the head of the table. She caught Behemoth's eye as his gaze swept around. She spoke just loud enough for him to hear.

"Thanks for this, youngun, does my heart good to have a house this full now an again. It's good to have you back. After your parents...after what happened, you might as well be a parta the clan. You an little Derpy both. We missed you two 'round here, even if those two'd never admit it, proud as they are."

She nodded past him, the slight jab of her forehead indicating Luna. Behemoth followed that jab, locking eyes with his princess for a scant second, reading the smile on her face and the laughter in her eyes. Just as quickly, her attention was torn back to the Crusaders, and Behemoth's pivoted back to Granny Smith.

"You an the Prin...you an miss Luna...you did good, colt. You two're quite the match."

Behemoth smiled at the plain talking senior.

"Thanks, Granny."

"Mmmhmmm. I'll admit, was a lil bit surprised when she waltzed in with ya...s'pose ah shouldnta been, you always did aim high, even when you were just a little spit of a thing."

She took a sip of cider before she continued, the joyous hum of multiple conversations filling the room with a warm glow. The smile twinkled in her eyes even as she spoke.

"Now don't you go messin that up, y'hear, you've got a good thing goin on with her, don go ruin it like a damn fool."

"I won't."

She leaned in a little closer, and spoke a little quieter.

"You say that...but, there's somethin different about you. There's some...darkness in you, that you're doin a damn fine job of hiding. Trouble is, I ain't always lived the peaceful farm life, sonny. I've seen that look before. The younguns might not recognize it, but I do."

She took another sip, the faded orange of her eyes never braking from his. He hadn't moved an inch, but the change in his eye made it clear she had the entirety of his attention.

"I don't know what it is, an I doubt I'll ever know the full of it. But that's the kind of darkness that twists. That tears an changes. It'll destroy you, if you let it. Turn you into somethin foul an wicked if you ain't careful. Don't let it."

Behemoth and Mac stood outside, the early summer grass soft and cool under hoof as they lingered just beyond the golden orange glow thrown down the porch and across the yard from the brightly lit home at their backs. Muffled laughter and the sound of running water drifted out of the Apple home, punctuated now and again by the occasional clatter and thud. Granny had drafted the Crusaders into assisting with the clean up after dinner, and Fluttershy had quietly but firmly insisted on helping as well. Mac and Behemoth had been rebuked in no uncertain terms after offering their assistance, so had stepped out into the night.

On down the gently sloping hill which the residence dominated, the two brothers in all but blood watched three other shapes moving around the grounds, a hundred or so yards off. The shape in the lead identified as Applejack by her ever present stetson, and one of those following, Luna, by warrant of simple comparison of size. The third figure was just as plainly Derpy, no pony else moved in the carefree, easy fashion that she did.

The two stallions watched their siblings and princess in silence, neither speaking until those three had disappeared into one of the outlying buildings. The largest figure of the three stopped for a second as the last in the door, and turned to face up hill. Too dark to discern anything more then a silhouette, Behemoth still felt her gaze.

As she slipped in after the others, the brothers turned back, facing out over the undulating orchards that spread off down one slope and up another. They stood motionless, as the faint breeze carried the mingled scent of rich earth and ripe apples that was the olfactory signature of this place. It was a warm, comforting smell. The smell of home. Of life, of love, and of quiet strength.

After a few moments, it was Behemoth who finally broke the peaceful silence, speaking quietly, the subtle boom of his voice just covering the distance between them. Low and heavy, like barely heard thunder. His gaze steady, out over the fruit heavy branches.

"I've been places...that don't even have names. Seen things...I can't even describe. But of everywhere I've been, everything I've seen...This. Here. Now. It's the closest to perfect I've ever been. The closest to heaven."

After a moments delay, spent processing what he'd just heard, Mac's head shifted slightly, bringing the shape of his friend into sight. Even this close, his frame was little more then a shadow against shadows. A black space set against the midnight blue of Luna's sky, a stallion sized absence of stars.

"Really? What about the excitement, the Guard life? All the politics and intrigue...don't you miss that?"

Not a muscle moving besides his jaw, Behemoth responded, his words preceded by a weary chuckle.

"Heh. Guard life. Let me tell you something about the Guard life Mac, about the excitement and intrigue of Canterlot. All that life left me was a mangled wing, one less eye, a sister I barely know, and far too many dead friends. The ONLY good thing I took away from that life just walked into your barn...no, Canterlot can keep it's excitement and politics. I'm happy here, with this."

He nodded, that simple motion enveloping the world spread before them in silent harmony. It was another few moments, after his focus had shifted back out, that Mac spoke again.

"You love her, don't you B. During dinner, I saw the way you look at her. The way you lit up when she looked back. Like the weight of all that baggage you carry around just faded away. This isn't just some casual fling with royalty, you really do, genuinely love her."

It was a statement, not a question. It held a slightly off tone that might've been concern, but there was no doubt or question in those words.

"Yes. I do."

There was no hesitation, no mulling the answer over, it came as immediately and directly as if he were just asked if the sun would rise tomorrow. Mac smiled, shaking his mammoth head slowly with the kind of chuckle only Mac could pull off.

"How in Equestria did that happen? I mean, a guard an the Princess of the Night? No offense buddy, but how the hay did you manage to even catch her eye, much less start this little...relationship?"

This time, Behemoth's response was a little delayed, a little halting and hesitant. This was obviously not a topic he was fond of discussing.

"There was a...fight, a few years back. No, fight isn't the right word, it was an invasion."

Mac interrupted.

"Yeah, I heard about that from AJ, the...'change things' or somethin like that. What, you were rolled up in that brawl too?"

"Changelings, yes. Long story short, the Lunar Guard I was captaining fought hard, fought well...and died. Almost every single one of us sold our lives to keep them out of the Lunar Citadel. And we did, even though only two out of thirty two survived. After that...well, Luna saved me, and must've seen something in me she liked. Hell if I know what. I woke up in a private ward of the hospital, some weeks later, with her at my bedside."

Mac waited. When it was apparent that Behemoth had said all he was going to say, he turned to face his shadowy companion.

"I'm not stupid, B. I know that ain't the whole story. Whatever happened there's got you all twisted up, got your mind yanked around somethin wicked. One a these days, you'll have to tell me the whole story."

Behemoth sighed, tearing his solitary eye away from the serene vista, meeting Mac's for the first time since dinner.

"And one day, when I'm drunk enough or angry enough, I probably will..."

Before either of them could continue, happy, feminine voices and laughter drifted up to them on the pleasantly warm air. In tandem they looked down hill at the trio of figures trekking up towards their mildly lofty position.

"Just not tonight."

The first to reach them was Derpy, bouncing giddily out ahead of her companions, approaching her brother with a grin that seemingly put every tooth in her head on display. She stumbled a bit on her way, up, narrowly avoiding a face plant into the fragrant grass, but recovered quickly and continued, hardly noticing.

"Hey! Applejack says I can stay up here tonight, an tomorrow she's gonna... 'show me the ropes', an I'll help her around the farm!!"

Behemoth couldn't help but grin. It wasn't that often that someone showed such enthusiasm for farm labor. In comparison though, it promised to be a nice diversion from mail delivery. As a more pleasant diversion to him, Luna strode up next to him, giving the side of his neck a passing nuzzle as they met.

"Heh, well alright then. Have fun up here little one, but be sure to get plenty of sleep, farming can be a lot of work..."

After a nod of greeting to her monolithic brother, AJ chimed in next.

"Heck, if she's half as helpful as her brothers been recently, we'll get everythin done tomorrow in record time."

The front door squeaked open, and Granny Smith and Fluttershy, having seen the Crusaders off to bed, stepped out and joined the others in the splendid perfection that was Luna's evening. They moved up onto the expansive porch, Granny seated in the antiquity of her old rocking chair, the others making themselves comfortable wherever they found the space.

They sat there for hours, deep into the night, the passage of time only marked by the inexorable advance of the full moon across the flawless sky. Any trepidation or shock at the shared company was long since forgotten, the discussion pleasantly trivial, nothing of Equestria shattering import being discussed. It made for a nice departure from the recent norm.

All too soon, their eyes starting to droop and after more then one contagious yawn had made it's way through the group, and they decided to call it a night. Granny, AJ and Derpy said their goodbyes and slipped of into the house in search of warm dreams and warmer beds. That left Luna and Behemoth, Fluttershy and Mac standing together in a loose group.

Luna and Behemoth, long since at ease with one another, stood together casually, the truncated length of his wing splayed across her back, the length of their bodies resting together.

In stark contrast, Mac and Fluttershy had kept a bit of distance, each leaning in to speak before darting back to the relative safety of their own little bubbles. The fact that they were both waiting for the other to make the first move was painfully obvious to Luna and her scarred companion. Finally tired of watching them dance around the subject that he was certain would only end in happiness, Behemoth decided to broach the subject they were perhaps too bashful or self conscious too.

"Well Mac, it's been a great night, but I suppose we should be going..."

Walking together, he and Luna moved slowly down the path towards Ponyville proper. He turned back and smiled, as if thinking of something on the spur of the moment, as if he hadn't spent half the evening planning it at all. Catching his friends eye, the reflection of the moon catching in that golden sphere, Behemoth spoke cheerily.

"Hey, I've got an idea Mac, why don't you walk Fluttershy to her place...just to make sure she gets home alright, of course. It would be the gentle colty thing to do."

As he suggested this, Mac shot him a look over Fluttershy's head and out of her line of sight. His eyes were unusually wide, and the mix of anger and consternation on his face was only mildly disturbing. It was a look that, interestingly enough, simultaneously thanked Behemoth and made silent promise of significant personal harm at the next possible opportunity.

"Well...uh...I don't know if I shou-"

Hesitation clear in the slow bass of his voice, the barely there breathy whisper of Fluttershy managed to override him entirely.

"Oh that would be lovely...umm...unless you're busy...or don't want too..."

Mac, not fool enough to not notice how surely he'd just been cornered, was also not stupid enough to turn down the chance to spend a little more of this evening with the peerless beauty of the mare that had held his eye for years. Mac silently nodded his agreement, not quite trusting his voice.

He made a sound of acquiescence that wasn't quite words, then the mountainous red form and the significantly daintier yellow disappeared into the lush orchards, any hint of their shapes swallowed by the dense foliage after only a few steps.

The last two stood there, alone in yard for a few moments. The only sound the whispering and swishing as the fingers of the faint wind ran through the apple trees. Three eyes turned to the sky, taking in the wide tapestry without word or distraction. Then, just as silently, they moved off as one, vanishing into the trees, lost to the world.

And followed by two green eyes.

15: The Old Guard

She moved a fraction of an inch, settling into the undergrowth deeper, making damned well and certain she was out of sight. She'd been here, waiting, since before they had arrived with the dawn. She had watched them since, and over the last several days. Frozen in the underbrush, not so much as an errant muscle twitch to betray her position, even as the myriad multi-legged monstrosities of the deep forest scoured, scurried and scuttled over her prone monochromatic form.

She'd grown accustomed to the sights and smells, to the peculiarities of the Everfree in her time here. She moved through it without trouble, quickly and quietly enough to hardly leave a hoof print, and those she did soon filled with brackish water welling up from the inundated ground. She moved smoothly, flowing from one ground hugging bramble to another, only daring to move when the blue, winged one with the golden eye was looking away. He only had the one, but it was preternaturally sharp, maybe sharp enough to pick her out of cover if she wasn't cautious.

The blue winged one. She watched him with interest. He wasn't the largest of the remaining forty six, nor the most powerful or the youngest. But he was obviously the one in command here, and had put no fewer then half a dozen of the others on their backs, hard, to reinforce that point. The half dozen that had been cocky or over confident enough to challenge the scarred veteran, testosterone overwhelming common sense. It was a lapse of judgement that, to their credit, each had only made once.

She'd known stallions like blue back home. Stallions like him were a large part of the reason she'd fled half way around the known world from back home.

With them, it was never their size, their strength, their training, all of which could be dangerous, but the true threat lie in their will. Their willingness to do anything, to anyone, without hesitation, to guarantee events turned out the way they wanted. Their sheer, bloody minded drive. The look he had in his single golden eye was disturbingly familiar to the look that had destroyed her home nation, driving it into endless civil war and the chaos of one petty warlord vying for power against another, with those caught in the middle to be used as little more then tokens in their pursuit of supremacy.

In him, however, that look was...subtly different. The drive was there, the will to do what he deemed necessary when he deemed it so, but it was lacking the...predatory, blood thirsty glint she'd learned to recognize as a filly. The animalistic lust for pain and subjugation, the sadism.

Between them and her was the slow running, broad stream that led off towards Ponyville. The sounds of the sluggish water making it that much more difficult to overhear what he was saying, even though his quiet voice carried across the clearing easily in spite of its volume.

"You've done well today. Well, that is, for a group of rookies..."

He spoke evenly, his voice flat and toneless, without inflection or emotion.

"The problem is,you're not damned rookies anymore. You're supposed to be veterans, supposed to be the best of the best, the cream of the Royal Guard. It's long past time you started acting like it."

He strode through their staggered ranks, weaving around the stationary, sweat slicked bodies with unconscious ease. Coincidentally, he was walking directly towards her. His voice was quiet and calm, completely at odds with the words he chose. As he came closer, she saw the heat in his eye, and knew his calm voice was a facade. He was incensed, furious.

"I've told you fools time and time again, we're not going to be facing soldiers...we're going to be up against a damned cult. Untrained, undisciplined, and likely to out number you thirty or so to one. These half assed, set piece tactics that have been hard wired into you troglodytes, these tactical abortions that haven't been modified for a thousand years. They. Will. Not. WORK."

His last word was the only one where he raised his voice, turning his back to her, facing the more then two score heads that had pivoted around, following him as he did so.

"They will not behave like a unit, they will not be coherent. Will not use tactics or intelligence. They will behave like a mob, like animals devoid of thought. You cannot fight them individually, cannot treat them as such, you'll get swarmed, brought down by a dozen more while you focus on one."

He moved back in as he spoke, finally stopping again in their midst, the focal point of all those present. Some glared, anger and damaged pride puffing out their chests as they refused to meet his eye. Others were looking away, their shame flushing their faces. Both groups were going to take much more work.

However, a third, smaller percentage watched him with half lidded eyes, drinking in every word he spoke without any visible response what so ever. These were the ones who never stopped, whose heads and eyes were constantly in motion.

It was one of the prideful fools who spoke up.

"You're pushing us too hard, you can't seriously expect us to train like this all the time, from dawn until dusk every day with hardly a break...it's just not fair."

A sparse smattering of murmured agreement ran through the group. The fact that it was only a handful of voices a testament to the care Dusk Shield had taken selecting this contingent. The plaintive voice continued in it's self righteous tone, almost whining.

"We're guards, not machines, we're entitled to-"

The flash in Behemoth's single golden eye educated the speaker as to the error of his word choice as soon as it left his lips. He didn't have a chance to correct that error.

"Entitled? Entitled, you insipid peon? Were you truly just stupid enough to use that fucking word when speaking to me?"

He moved to the speaker with a speed that seemed improbable given his size, stopping literally nose to nose with the larger stallion, who, while having a clear eighty pounds on the older blue pegasus, backed away from the fury, recoiling from him. Behemoth stepped forward each time the stallion stepped back, his one golden eye boreing into the youngster.

"Listen up colt, let me educate you on the reality we're facing here."

He voice didn't waver, didn't shift in tone, pitch, or volume. That was the most disconcerting aspect of it. He spoke calmly and levelly, completely at odds with the seething fury seemingly barely held in check behind the golden lens of his one good eye.

"This isn't some game, this isn't some concert, or race. Not some socialite party or gala where you've been called out to stand around and be ornamental. This is war. War like our nation hasn't seen in centuries. This group, these, 'Children of The Celestial Order'...they are, as we speak, eliminating the citizenry of Canterlot, any and all who oppose them, at a record pace."

The young stallion, his pseudo righteous fervor quickly deflated and gone limp, had only stopped backing away when he'd inadvertently backed himself into the broad, gnarled trunk of a swamp tree, the elongated leaves of which hung to the group in soggy tendrils, a curtain of dark green. He gathered the courage...or ignorance, to speak. Even his question had a self righteous, almost whimpering tone.

"War, what do you...eliminating, how could they-"

"Too difficult a concept for you, colt? Not monosyllabic enough? Ok, let me try again."

Behemoth spoke, his voice so low that the others left the center of the over hung clearing crowded in around the drooping, moss covered tree in order to hear better. For herself, curiosity won out, and she slid from cover to cover, not disturbing as much as a wayward leaf as she slipped into a bramble just a few yards away, none of those present noticing the soundless flash of movement that marked the passage of her dark shape in the thick undergrowth.

"Civil war, filly. Destruction and death on a scale you cannot comprehend. Thousands, tens of thousands will die, brother will be set upon brother, neighbor will kill neighbor, friend will battle friend...and death will follow. Death for them. Death for us, and if we don't stand firm, death for our entire nation."

Silence ruled the forest as the faint perception of day light faded from the clearing. The canopy, too thick to permit the suns rays, instead left the time of day to be judged by the gradual thickening of shadows. The tones of brown, mauve and black seeping into the world from under every shrub and behind every tree.

The thirty, mares and stallions, pegasi, earth, and unicorns were all represented. The most capable of their respective species, the most battle hardened, experienced, and determined, were hushed and rendered quiet by the finally spoke realization of the task set before them, and it's likely outcome. Behemoth let that silence linger, let their thoughts turn and began wandering down the paths that would take them to what was coming.

"We're done here. Go. Same time tomorrow. Be here before the sun is."

Slowly, almost hesitantly, the gaggle dispersed, moving off in the direction of town. There were a few small groups, clusters moving back together as if drawing some comfort from those around them. Most, however, left the wide, stone clearing alone, headed towards Ponyville with Behemoth's words and their own thoughts their only company.

One stayed behind. Of average height and build, there was little to discern this figure from those that had recently been clustered around. Lacking both wing and horn, her most distinguishing characteristic were her eyes. Lavender, faded almost to white, like a rich hued garment left for too long in the bleaching sun. More remarkable for the fact that they met his without wavering.

He turned to face her, his focus drawing back from the figures slowly fading into distant tree line to the one much closer at hoof. They appraised each other in silence, as the night closed in around them. The hoots and howls, the deep sonorous growls echoing through the trees as nocturnal hunters started their rounds. The shrill, high pitched and far too clse shriek as one of them scored an early meal.

Still meeting his eye, she nodded one time, before stepping back, and following her colleagues into the trees without uttering a single word. Behemoth remained, still as if the granite he stood on had encased him, and watched her fade into the shadows. She was one of the newer additions, Behemoth didn't even know her name.

Attention captured by the green mare that had since disappeared from view, the one hunkered in the brush almost lost sight of Behemoth. He had waited until the raised granite outcropping which marked the boundaries of this clearing was apparently devoid of any life save his own, before moving off into the dark in the opposite direction.

Swearing inwardly, she took off after him. She counted her blessings that she knew where he was going, as given his own skill at silently navigating this treacherous land was over shadowed only by her own.

Before long, really only a short distance from the clearing, but far enough off that it's accidental discovery wasn't a concern, he inadvertently led her into a much smaller open area between the twisted and gnarled tree boles.

Laid out with no rhyme or reason, centered within the last swiftly fading pool of daylight, were thirty small, flat stones. The rounded, smooth surface of each made it clear that they had been fished from the river, worn into their current state by the steady passage of mellinia of water. Each had its perfectly smooth surfaced altered by a carved name. Each stone had it's own, and they were arranged in no order or hierarchy.

She'd read every name, sneaking into the tomb silent clearing after she first followed him here, days ago. Only one was familiar, a name she'd overheard a dozen times since she'd started observing the training. It was...strange. The hairs on the back of her neck were always on end here, and she had an urge to move with care and purpose, desperate not to disturb anything. This simple stretch of forest had an air of respect. A sense of...mourning. Even the animals didn't disturb the tranquil sadness of this place.

He sat before the stones, his head lowered, chin to his chest. She saw his lips moving, and heard the faint murmur of his voice, too quiet for her to make out a single word of his monologue. She'd seen him like this before, every night at nearly the same time. Her curiosity was driving her mad, she wanted to know what he was saying. She strained forward, focusing all her attention on those almost sub sonic words.

It was that focus that let her hear the single, dry crack.

They came out of the treeline at a full gallop, heading straight for the immobile figure holding vigil over the center of the clearing. Moonlight caught on a gleaming silver blade, clenched in the teeth of the shape in the lead. It was followed by two others, both similarly armed. Startled by their sudden appearance, her head snapped back to Behemoth, who hadn't moved an inch. They were almost upon him, weapons already describing an arch at the exposed length of his neck.

She didn't know him, had no reason to risk her own safety, but something compelled her. She cried out, not a word or phrase, just a sound of warning echoing in the confined space. The attempted assassins, startled by suddenly finding themselves with an audience, faltered in their assault for a fraction of a second, little more then a single misstep. It was enough.

Behemoth's eye snapped open, locking onto her even through her cover. He held her gaze even as he threw himself forward over the stones. The razor sharp blade that would've neatly separated his head from his body lunged forward after him in an off balanced, desperate strike. It bit along his haunch, bisecting the mark which adorned it. Behemoth was familiar with the unnerving sensation of heat and damp as his left flank was suddenly sticky with his own blood.

A prehensile wing darted out before he'd landed and scooped up one of the carved river stones. He propelled it with a harsh flick directly into the face of his first attacker. He followed immediately behind the improvised missile, landing, turning, and launching himself forward in one liquid motion. Wrong hooved and reeling from the impact of the small stone directly into his sensitive snout, the first attacker had let his guard slip.

Before he could recover, eyes watering and a thousand pin pricks of pain shooting across his face, the apparent leader was lifted clear off the ground and smashed back between his flanking subordinates by the full speed impact of Behemoths shoulder into his chest. Both minions made hasty and ineffective swipes at the increasingly hard to see blue motion blur, both missed cleanly as he pushed himself above their clumsy attacks with a well timed beat of unequal wings.

Behemoth rolled full head over tail and came up facing back the way he'd came, the two thoroughly disoriented attackers just now reacting to face him. The third tried and slowly succeeded in standing, moving much slower. The over confidence had faded a bit, but the dedication to the task at hoof still dominated his features. Behemoth slowly rose the blade he'd liberated up into the pale light.

Gleaming silver, hilt wrapped in black leather and gold wire, the blade detailed in ostentatious filigree. It looked the part of a ceremonial item, not a weapon meant for real combat. It's weight and balance, however, set it apart from being a costume piece, as did the faint smudge of dried blood around the rain guard. This blade had taken a life. At least one, and that tally would soon rise.

"I was expecting this, I'd been warned that you couldn't be trusted. I'd hoped she was wrong..."

Behemoth spoke as they warily moved closer, not so reckless now that their prey was aware of them. He took in the details even in the dim moonlight, each of them had a recently acquired black cloth wrapped around their left foreleg, each emblazoned with a bright green Celestial sun.

"I was wondering why you'd do this, why now. This isn't a spur of the moment attack. You've been planning this. Now I see. Surprisingly well organized for a cult. Lay down your weapons and explain your treason, none need die here tonight."

The one to his right, clearly the youngest, spoke first.

"C'mon, lets get him, there's no way he can beat three of us. You hear me, you old bastard, we're gonna cut you up good!"

The other two were quiet, eying him carefully, one with a trickle of blood running down from a badly smashed nostril. They had moved to encircle him slowly, as well as they could with his back to the stream. The youngster was excited, twitchy. Either high on nerves, some narcotic, or, more likely, both. It seemed an explanation wasn't what they were planning.

"FOR THE CHILDREN OF THE CELESTIAL ORDER AND OUR GLORIOUS-"

"If that's the way you want this."

Behemoth was moving before they'd finished their absurdly timed and verbose battle cry. He broke right, countering the disadvantage of his bad eye. This route took him full on into the youngest, the most twitchy of the three. The kid was also the only pegasus, and the only one with a wing blade.

It was an awkward looking contraption. A short, broad, single edged blade spring loaded to lock into place jutting out along the wings leading edge, parallel with it, just at the point where it began to taper back. It was built for high speed passing slashes, it's rigging rounded neatly, designed to offer an absolute minimum cross section to cause the least amount of wind resistance possible during flight. On the ground, it was best used for glancing blocks and as a thrusting weapon, taking advantage of the long reach a wing had over a leg.

Behemoth knew all this, knew the intricate and exact mechanisms that made it work. After all, he'd designed, tested, and deployed the first working prototypes along with Solstice... Luna rest her soul...

The drug addled foal before him obviously had no such training or experience, he had the blade drawn across in front of him, adopting a parrying guard the likes of which might actually be useful with a fixed blade, the wide length of the darkened metal facing Behemoth.

"Foolish child."

Behemoth's own wing swung in wide, hitting the others wing about halfway up its flared length. The resulting muscle twitch triggered the release catch on the blade, snapping it back into its mounting and out of Behemoths path. It was the kind of thing an experienced handler could've dealt with in a fraction of a second, and more likely would have prevented from ever happening. The colt did neither, and had just enough time to stare, wide eyed and bewildered at his suddenly deactivated weapon.

A look that would prove to be his last as Behemoth's pilfered blade bit into the soft spot just behind the pegasus' jawline, transfixing his neck and severing his spine in one smooth motion.

The pegasus collapsed. The was no grunt of pain, no scream or outcry. Just a barely heard sigh as his breath escaped, the muscles controlling the holding of it devoid suddenly of any further guidance. He dropped into a mass of in-articulated limbs, like a puppet with its strings cut.

"It didn't have to end this way, you didn't have to die..."

He turned to face the other two, closing in on him quickly while he was distracted. These two moved more cautiously, supporting each other, staying close. The cohesion and skill they moved with marked them as veterans of the Royal Guard, and Behemoth recognized them both. They were two of the first he'd recruited after the Battle of the Lunar Citadel, and had served at his side for close onto three years. He ignored the jolt of pain, swallowed past the lump in his throat at having to face them down.

Behemoth slowly backed away, past the cooling body of the third, forcing Blue Line, he of the swollen snout, and Spatha to split around the tumbled form. Then he moved.

He charged Blue Line, narrowly avoiding his first swipe and planting his hip in the larger, pale blue stallions chest, spinning him over and dropping him into the under growth with a thud. While perfectly executed, this throw earned him a long slice along his entire right flank just below his wing line from Line's reflexes. He was quick, even while airborne.

Behemoth spun and brought his blade up just in time to meet the charge of Spatha, whose thin, lanky frame and perpetually blank, emotionless face had cleared the broken form of the rookie with an effortless leap, his custom blade already dancing and spinning as he came on. His eyes liquid pools of amber, devoid of any emotion or reaction what so ever. Glassy and blank. Like a dolls eyes.

The two blades crashed and slid, each parry and riposte flowing seamlessly into the next, they exchanged a dozen blows in the span of just a few seconds, the ringing tone of each impact flowing into the next. Spatha was the unparalleled champion of the Lunar Guard when it came to swordsponyship, and his skill showed as he steadily forced Behemoth back, completely on the defensive.

Behemoth knew he couldn't continue, Spatha was too damn good, and it wouldn't be long before he started to feel the effects of his mounting blood loss. Before he made one misstep, one fraction of a second too slow of a reaction, and then this deadly game would be all over.

So, he changed the game.

He took one final step back, and a deep breath to steady himself for what was coming. As the dead eyed stallion came in, Behemoth dropped his guard, moving his right shoulder forward and intercepting the scything blade. It bit deep into the meat of his shoulder, its razor sharpness and the skill it was applied with resulting in only the faintest trickle of blood down his scarred chest. That would change the second it was removed, but that was a problem for the future. A future that wouldn't exist for Behemoth if he didn't act.

The blade stuck fast. Realizing his error, Spatha's eyes widened, finally showing a hint of emotion, hesitating for an instant. An instant was enough. Behemoth launched himself at his attacker, wrapping around him in a bear hug, pinning the lighter stallions forelegs against his torso. He spoke, even now, his voice was quiet and without inflection.

"Captain, what are you-"

He was silenced as a broad blue head slammed into his face. Behemoth repeated the head butt twice more in quick succession, trying to break Spatha's vise tight grip on his blade. He was left dazed, bleeding from a broken nose and badly bruised face, but he held on.

"Let go you stubborn bastard, drop the blade..."

Behemoths head pistoned forward again. His eye moving right as it did so. He watched as Blue Line finally staggered back to his feet. Lowering his head, he charged, his young, powerful frame surging across the short distance like a freight train. Behemoth understood the impact would likely kill him, would probably drive the blade imbedded in the meat of his shoulder deeper, shredding organs and ending his life. Again.

Then, with a faint grunt, the wiry stallion he was pinned against slackened and went limp.

"Move one eye, or you're sure to die!"

The voice, heavily accented and unfamiliar, cried out from behind the suddenly dead weight form of Spatha. He turned, still hugging the taller, lighter frame to his chest, and clearly saw the short, wickedly curved stone dagger jabbed between two of the blade experts ribs from behind. It had angled up, it's tip coming to rest in Spatha's heart. Behemoth pivoted and threw the limp form into Blue Line's path, aiming low. The effect was as anticipated.

At a full charge, Line wasn't able to avoid plowing over his companion, the sprawling body tangling his legs and spilling him over hard. He landed face first with a resounding thud and crack.

He'd hit hard, tumbling to the ground for a third time in a span of less then 5 minutes. Dazed, his vision swimming, darkness creeping in at the edges, the familiar face of Behemoth appeared, dancing around the edges of his focus. He was numb except his head, which was alive with the pins and needles feeling of a limb slept on wrong. The impact had split open the back of his head, and he lay in a slowly expanding pool of his own blood.

"Why, Blue, why. I gave you everything, I made you the stallion you are today. I gave you a chance, a purpose. Why betray the Princess, the Guard...why betray ME..."

Behemoth sighed heavily, sitting next to the struggling form of one of his guard. His voice betrayed a deep sadness, heavy with weariness at what had come.

"Why?"

Behemoth leaned forward, clenching the hilt of the blade buried in his chest between his teeth. It seemed to vibrate, as if alive and on some level, aware of the fact that its master had been slain. He slowly pulled in from his shoulder, ignoring the copious amount of blood that came with it, pouring down his body, dripping from his underside and running down his leg.

Blue Line, first of the reformed Lunar Guard. Proud and honorable veteran. Student. Subordinate. Friend. He tried in vain to lift his head off the stone slab that had cracked it open. He spoke haltingly, forcing the words out with effort, as if each syllable was a fight.

"F...for the...Children..."

With a meaty thunk and the chime of metal hitting stone, the blade, Barbarisater, removed Blue Lines head from his neck. It's oblong form rolling a few wobbling turns, coming to rest several feet from it's body. Ignoring the rapidly growing puddle of blood and the pulsing stump, he wiped the blade clean, and turned to face the one who had come to his aid, seeing her clearly for the first time as she went through a similar ritual of cleaning and re-sheathing her own blade.

Two eyes met one. The sadness in each echoed by the other. They had each taken a life. Not the first for either. Nor likely the last, try as they might.

"Thank you ma'am, they'd have killed me had you not cried out when you did, and again, if you hadn't...helped."

Tucking the blade away under a wing, he stepped towards her, raising a hoof. She made no move to meet it.

"I'm Behemoth, and again, you have my thanks."

She stood motionless for a stretch of seconds before replying. Her eyes wandering over the ruin that had so quickly turned this quiet clearing from mausoleum to abattoir. Her's returned to his as the extended hoof dropped.

"Yes, my cry kept your neck from being chopped, but it will be for naught if we don't get your bleeding stopped."

She strode up to him, any fear of disquiet she may have felt, she did a good job of suppressing. She quickly and efficiently examined his new wounds.

"I am Zecora of the Everfree, and you are very lucky to have met me."

As they left the clearing, her hoof came up against something that was sent skittering away from her. She leaned down and picked up the small, flat stone, taking a drink from the cool, slow running stream as she did so. Carved into it's surface, clear even through the smudged blood, was a single word.

17: The Morning After

The day started as most days do, with the sun coming up. An event that was a rather muted affair this deep in the Everfree, denoted by little more then a gradual brightening of the general gloom, and slightly fewer blood thirsty critters roaming hither and yon as the nocturnal hunters retreated to their myriad lairs to snooze away the day. In contrast to the rest of existence, the Everfree actually grew quieter the higher the flaming orb climbed, the hoots, screeches and piercing death shrieks giving way to cautious, loaded silence.

Every inch of him hurt. He knew that, anatomically speaking, that wasn't very likely, but it was true. There was not a single part of him that didn't radiate with some form of pain or another. Slowly, haltingly, on shaky legs, he pulled himself to standing, a deep indentation left in the pillows and blankets a mute suggestion that he hadn't moved as much as an inch throughout the night.

~Another day, another series of catastrophic injures...~

Still moving slowly, each hoof fall coming as gingerly as if he were walking on glass, he made his way over to the antique, hoof powered pump that apparently passed for plumbing in the middle of the Everfree. The old iron squealed and thumped as he worked the resistant handle, but after a few cycles crisp, cool water spilled out into the deep basin. A few more squeal-thumps saw the concavity filled nearly to its brim.

His mind a total fog, he caught a glimpse of himself in the surface of the still water, the study of his mangled form interrupted by a ripple every few seconds as a fresh drop fell free from the spigot. With each spreading and rebounding ripple, another motionless image of last night flashed across his vision. Each was as still as a photograph, and each had about the same effect. Something that happened long ago, barely remembered.

With no further ado, he dropped the battered and dry sweat matted bulk of his head into the basin, sending the water splashing up past his ears to run down his neck, and sloshing more then a little bit of it out onto the floor. He thought as his head soaked. The images of last night were a blur, but one thing was a clear as crystal. The actions he had taken weren't by choice. Something had...compelled him, to do what he did, to, and with, Zecora. Something powerful. Something damn near irresistible. But what the hell was it?

This compulsion, the sudden and complete lack of restraint, of control. He'd witnessed it from many, Celestia herself among the list of those acting far beyond their traditional pale. The effects of last night had been the strongest, the most...blatant he'd been overrode thus far, but in retrospect, it was not the first time he'd been swung about by this insidious, nameless work.

He stood there, head completely submerged, pondering recent events, looking for some correlation, some common factor. There had to be one...one thing each event had in common...something that was always present...

It was at about this time that his lungs suggestions that air might be a good thing were getting a bit louder and more insistent, so, reluctantly, he pulled his head back out of the refreshing coolness. Rivulets of water streamed down his neck, chest and legs, carving narrow paths of clean through the many and varied styles of muck that coated him. He continued his silent introspection, looking for a common factor in all of the strange behavior.

A short while later, and his musings had led him nowhere. On the up side, he had had a chance to clean himself up a bit. Washing away the strange goop that Zecora had applied to his wounds had forced a hiss of pain through clenched teeth. Whatever it was, it had stuck hard to the tight, orderly stitches, and tugged at them wickedly as it was removed. The fresh wounds were the pinkish white of flesh already beginning to knit. The angry, puffy redness that would've been the prelude of a crippling infection was happily absent.

He decided to keep it that way, and tightly bound them, again, with the oft used bandages from his ever present pack. As he finished that task, as the last, newest addition to the mosaic of devastation that was his body disappeared beneath the frayed and faintly stained roll, the memories of last night, of how and why these new scars had been earned, struck him with enough force to sweep his rear legs out from under him. He sat hard, awkwardly, recent events weighing so heavily so suddenly that even his eyes were forced closed under the strain.

~Blue Line...Spatha...~

Images of the two latest lives added to the long tally he had ended swam up from the darkness behind his eyes. He watched them die again, watched as the life drained from their eyes. Like a broken record, those images played over and over through his mind, pulling him down, dragging him towards the floor. Even his slowly thudding heart seemed to struggle out its tempo as it, too, felt tugged and pulled towards the earth. They played out again and again, each time, the weight grew heavier, the pain twisting up his insides grew sharper, the strained thud of a heart tired of beating grew slower.

Sitting there, in a strangers hut, his back bent, shoulders drooped, head hanging, snout almost touching the floor. The shaggy, lank and dripping darkness of his mane completely obscuring his face. In that moment, he had one simple desire, one wish that drove out all other voices in his head...wanting nothing so much, as an end. To finally, at long last, rest. He was exhausted. So tired of the memories. Those killed because of him. Those killed by him. The terrible, vile things he had done in the name of Princess and Nation. He still heard their screams. Their sobbing, wet cries through mouths tacky with their own blood, as they begged, please, just kill me now... Hadn't he given enough, hadn't he bled enough...hadn't he killed enough to, finally, earn his peace?

No.

No, he hadn't.

Wearily he stood. Slowly, with all the grace and elegance of a newborn taking its first awkward steps. He loved his Guards, and he still thought of them as his, retired or not. He loved them like brothers, like sisters...like sons and daughters. His heart swelled with pride at each accomplishment, and concern at each failure. And far, far too much pain from each death. It was a large part of life in the Lunar Guard, the hovering, always there spectre of mortality, just out of sight, but never out of mind.

It was a well kept secret, the mortality rate of the Guard. From battles with Manticore's, dragons and others various creatures that constantly encroached on one town or another, to the never ceasing border skirmishes with whichever of the Gryphon Kingdoms felt the need to display its martial ability this week, Guard life was not as simple as most believed. And far from as safe. These facts, kept by design from the population, were indicative of yet another bureaucratic decision Behemoth didn't agree with.

He should be used to this by now. Unfortunately, should be didn't translate into was.

With a quiet sigh, he shook his head and did his best to put it behind him, there was nothing for it now, dwelling wouldn't change a thing, and maybe serve only to distract him enough that the next attack wouldn't have such a...fortuitous outcome. He noticed that these events were getting easier and easier to pass by...he noticed, but chose not to give it any further thought. He forced their faces from his mind and set about repacking his bags and settling their familiar weight across his back, he cast one last look at the sprawled, snoozing form of the zebra he'd only met last night. He left without disturbing her, pulling the door closed behind him with a soft clack.

He knew She was there before she spoke, before the shadow that was her stepped clear of its kin hunkered in deep beside the ground hugging hovel. A faint, mocking smile was all she wore, chewing contentedly a bite of the unidentifiable, amorphous fruit slowly orbiting her head, likely acquired from a nearby tree whose limbs were heavy and sagging with the same. She spoke, her tone casual and light hearted.

"You know, if you were looking to try something more...adventurous, all you had to do was say so. I assure you I can be much more exotic and enticing then any jungle dwelling zeb-"

He cut off her gentle reproach with a simple statement, his voice flat and inflection-less.

"Spatha and Blue Line are dead. I killed them last night."

She finished chewing, the look of teasing humor fading to blankness. She waited to speak until he'd come closer. With a brief flare of magic, she cast the rest of her fruit off into the foliage.

"She was right, then?"

They moved off together, heading back towards town, talking as they went.

"Yes, it would seem so. I'd hoped she was wrong, that the names she rattled off were just...well, that wasn't the case."

"And...the zebra?"

She did her best to make the question sound as trivial as possible, but a clear tone of concern snuck its way through.

"The...compulsion, the loss of control we've been seeing so much of lately, from so many. It hit me last night. Harder then you can imagine. I almost...I almost drove myself to death, in the pursuit of satisfaction from her...I just...it wasn't enough, I just couldn't get enough..."

She frowned, considering this revelation in silence as they strode on.

"If it was that strong, so much stronger then we've seen before...that must mean you were closer to the source of it, whatever it is."

He stopped in his tracks. A look of flat out surprise across his face. With a groan, he brought a hoof up to his forehead.

"I didn't even think of that, but it makes perfect sense! The closer we get to the source of...whatever is doing this, the stronger the effects! The Everfree...it's got to be somewhere..."

He looked around, taking in the impenetrable darkness, even in the height of day, the drooping, sodden leaves blocking out the sun from innumerable trunks forming walls of bark just a few short yards in any direction. The predatory eyes, fewer then last night, even now felt but not seen, tracking their every movement. The Everfree had never been mapped, never been measured...nopony knew just how massive this epoch spanning stretch of dark forest actually was, only borders vaguely defined on maps centuries old, what was within those borders...none could say.

"...Somewhere in here..."

He shook his head, the look of surprise shifting to one of annoyance.

"How in Equestria did I miss that?"

She shot him a glance out of the corner of a brilliant turquoise eye, mouth arcing at the corners in a faint smirk.

"I have no idea, its such an obvious logical step...you must be slipping in your old age."

His response was a noncommittal grunt, rebuking her attempt at levity without so much as a word. Deciding not to bother with a further attempt at lightening the mood, and biting back offense at his dismissal of the same, she moved on.

"Well, whats your next move in regards to the traitors?"

"The squad needs to know...they're not fools, they'll already be wondering...at least now they'll start paying a bit closer attention...maybe three deaths will be enough to get them to take this all seriously..."

The dead pan, emotionless delivery and casual disregard of death was a staple for him, she'd heard it enough before that it wasn't worth so much as a cocked eyebrow. It was how he coped with the deaths of so many he cared for so deeply. What was concerning, however, is that now, reading it straight from his mind, the connection they shared strong as ever, now, those words were starting to ring true. She could sense that death really was losing its impact on him, he was becoming immune to it. Bit by bit the clean, sharp bite of pain and guilt he always felt and went to such lengths to hide, was started to dull, starting to rust. As surely as a blade left for too long in the rain...she found it...disturbing.

She didn't know how much more death he could stand, how many more friends he could bury before it was gone forever, before that part of him that she found so...strange, rotted away to nothing. The way things were developing, that number wouldn't stop growing any time soon.

The silence stretched on, a bottomless void between them as they grew closer to the training clearing. Each was silent as they worked through their respective thoughts.

As for Luna, she'd seen all this before. Old beyond imagining, he wasn't the first she'd come to...care for, and, she knew quite well, he wouldn't be the last. She knew that she would watch him grow old and weak...wither and, eventually, die. And, as always, she would be left, alone and unchanged, constant as her Northern Star.

She looked to him, watching his voiceless internal conflict without a word of her own. The steady, mechanical steps, the rigid, motionless neck, stiff as any of the trees they passed between, the fixed eye, staring, unblinking, at something on the horizon. Neither anticipation or resignation shown in that one golden orb, there was no light, no fire in that eye, only a dull blankness that reminded one of a parched desert, tired and wind scoured, drained, and devoid of life.

She'd seen this more then once in her countless centuries, but every time she did, it broke her heart. It seemed so...callous, so unnecessary...watching the soul of a good stallion die, worn and chipped away by the unremitting path he was tasked to endure. For the first time in a long, long span, more years then she cared to remember, she found herself without an answer, as a ship adrift with no rudder or sail. She didn't know what she could do, what she could say or offer to save him from the cruel darkness eating away at his very essence. His shell of a voice broke the reigning silence.

"How did you find me?"

His question was a bit unexpected, as well as the flat, barely inquiring tone of it. She took a moment before answering.

"When you didn't come home last night, I had Shade track you from the clearing...he's gotten quite good at that sort of thing, young as he is, and given his...unique nature, he was able to move through the Everfree unmolested."

Behemoth nodded, the final image of last night, the moving darkness, the shimmering black in the corner of Zecora's home making more sense know.

"Ah, Shade. Thought I saw him. He's a good colt, that one...too young to be wasting the prime of his life on this kind of work..."

This brought a rueful smile to Luna's face.

"He seems to be emulating another who spent much of his youth doing this kind of work...maybe somepony who rescued him from the brink of starvation, gave him a purpose and a family...just wild supposition, though..."

Behemoth nodded. He didn't much want to be emulated. There were precious few moments of his life he'd wish for even his enemies to experience, much less a impressionable young colt who never had a chance at a real foalhood.

He was glad for the distraction when, through the foliage, he caught sight of tell tale shimmering. The sun, close now as they were to the clearing, was finally breaking through the thick canopy and reflecting off the rippling surface of the sluggish stream. After so long in the pervasive dimness, even that refracted light was near on blindingly bright as it jumped and shifted, sending streaks and bubbles of brilliant luminescence running over the under side of the trees, dancing over leaf and branch.

"We're almost there."

Now that her attention had been called back to her surroundings, she could clearly hear the clash of blades, the grunts and thumps of exertion. It was a familiar cadence, one she'd heard from many a training room or dojo...and across more then a few battle fields spanning more then a few centuries.

"Then this is as far as I go."

She stopped, though he continued on a step or two before turning. The slow moving, sluggish slosh of the stream that marked the border of the training clearing was now close enough to be heard, the occasional bright spear of sunlight breaking through the thick canopy becoming more common seemingly with every step. The eyebrow arced over the white, pupil less orb of his right eye, asked the question without the need for the words. She answered that voiceless question.

"They don't need to know yet just how closely involved I am in this. The less they know about my involvement..."

He considered that for a moment, before nodding in agreement. It made sense, especially if the three would be spies that had been dealt with weren't the only ones.

"Alright then. I'll see you later. Be safe."

She almost smiled, it was kind of a silly statement to make to an essentially immortal demi god with power over more or less all of stellar creation, but instead she decided to take it in the manner it was meant. Still, when she stepped forward, she hesitated, not quite sure how to say goodbye this time. It was odd, she couldn't remember the last time she felt this...anxious, over a thing as simple as a 'See you in a few hours'. She settled for a brush of a wingtip against his cheek, a faint smile, and then vanished with the thump of discharged magic and the sucking pop of air filling a void.

He watched the faint puff of blue vapor drifting in the humid, still air. He watched until it had faded and disappeared, not moving until the last sign of her was nothing but a memory. With a deep sigh heard only by him, he moved on. Clearing the stream with an easy bound, he strode into the center of the two score trainee's. The harshly bright early morning light stabbed down out of a translucent blue sky through the thick, soggy air of the clearing. Thin, over reaching arms of wood caused a striated web of deep black shadows and stark light that rolled and flowed over those who strained beneath it.

Most had broken up into small groups and pairs, sparring, running, flying, all while in full weight training armor. Slowly, as more and more noticed his arrival, the sounds of training and exertion trailed off. Bit by bit, silence poured back into the field, soon only the rhythmic clack of steady hooves on granite and the swish and sigh of the over hanging boughs, a sound reminiscent of distant ocean swells could be heard. He stopped when he had retaken the center, those present moving in, instinctively forming a cordon around the wounded former Captain.

"Alright foals, listen up, I only want to go through this once."

He turned a slow circle as he spoke, catching each of them in his gaze before moving on to the next.

"Those of you with the barest hint of perception will have noticed there are less of us here then there were yesterday."

At this, faint murmurs broke out, a few heads swiveled around in the crowd trying to see who hadn't shown up.

"Three, to be precise. Spatha, Blue Line, and random peon number 487."

The whining, bitchy voice of the entitled little shit he'd dealt with yesterday chimed in.

"Yeah, and we also noticed you didn't bother to show up on time today...heh, sir."

Behemoth sighed heavily, his head lowering, swinging back and forth slightly as his eyes closed. Slowly, moving as though each step were a great effort, he moved towards the speaker, pushing his way through the close ranks, gently, but firmly moving half a dozen stallions from his path.

When, after a short time Behemoth stood face to face with the little pissant, he stared at the foolish foal blankly. After a few uncomfortable seconds of being unable to meet the golden eyed gaze boring into him, the fools mouth opened again. Before a single word could be uttered, in a move telegraphed so obviously it could be seen from low orbit, Behemoth's entire left flank drew back, folding against itself.

He straightened back out, putting his back into a thunderous uppercut which connected with cringe inducing impact into the bottom of his lower jaw. The force of that massive blow was such that it lifted the younger stallions fore hooves clean off the grey-black stone, with an echoingly loud gristle-crack as his jaw was slammed shut and teeth met with force enough to splinter.

Using the momentum of that first strike, Behemoth spun on a single hoof, turning 180 degrees to face the same direction, just a few feet forward of his target, the move given voice by the screech and skitter of gravel caught and ground under a pivoting hoof. As he did, his left wing unfurled with a snap, wrapping around the back of the foals head. Continuing the momentum of the uppercut, Behemoth used the truncated membrane of his wing to fling the foal back down, into the waiting fore hoof he'd raised to arrest just such a change in trajectory.

When his bruised, battered and barely conscious head finally hit the ground, the impact forced a sharp exhale, splattering bright crimson blood and the white, rectangular pegs of several of his teeth out in a spray across the cold stone. Speech was beyond him, and he emitted a faint, keening moan through lips quickly swelling to the point of uselessness.

Behemoth stood, forward and right of the fools broken form, motionless. The sharp, tearing pain digging into his flank let him know that the exertions had torn several of his neat, orderly stitches, and the scarlet of fresh blood welled up, soaking into the old, stained bandages, adding yet more of itself to their tattered wrap.

The entire event had taken right around a second to unfold, leaving one standing, breathing not even labored, and another barely conscious and missing an assortment of teeth. Behemoth looked down at the newly broken form. If its condition had any effect on him, none was betrayed by the half lidded, disinterested look in his eye. With a casual gesture, he brought a wing forward, brushing the small, almost gem like droplets of blood from his chest as if they were so much dust.

"And now you know not to interrupt me while I'm speaking. I trust it won't happen again."

He turned his gaze back to the two score others clustered around him.

"Now that we have that little etiquette lesson out of the way, Spatha, Blue Line, and the other aren't here, because they attacked me last night after training. They were agents sent by the 'Children', to infiltrate and disrupt our training, and apparently, eliminate me should the opportunity arise. They failed."

The silence exploded, shocked murmurs of dismay rumbled through those assembled, Behemoth waited for this to die down before continuing. One of the crowd stepped forward, it was the pale eyed mare who had lingered last night. She spoke now in a calm, level voice barely heard over the general commotion.

"Excuse me, sir, but where are they now, these would be assassins, have they been sent to the dungeons?"

The corner of his mouth twitched before he responded, silence returning as the rest wanted to hear the answer as well. The drop of a pin could've been heard, if for some reason pins were dropping, as he spoke again. A foreleg raised, pointing off in the direction of the clearing where the combat had taken place just a few short hours ago.

"They're about two hundred and thirty yards that way."

Murmurs of confusion met this, whispering through the muggy, insect plagued clearing. It was another few seconds before she spoke again.

"Wait, they're still here?"

"Probably."

Her head tilted to one side a few inches, confusion constricting her features. The muttered confusion was slightly more pronounced by those many clustered around, adding to the low background murmur already provided by a billion billion insects and the slow drip of foetid, sappy water. She spoke haltingly, choosing her words carefully to avoid even the possibility of offense. The whimpering, barely conscious prostrate form at her feet a subtle reminder that Behemoth was not one to offend lightly or without a detailed escape plan.

"Probably? Surely you...restrained them somehow, sir...?"

"Restrained? No, they're...huh. Seems there was a bit of misconception here. No, they're not restrained, there was no need. They're dead. All three of them, at my hooves."

While not strictly accurate, he decided that having an ally that happened to be good in a fight and a brilliant herbalist, in addition to being unknown even to his trainee's could be a valuable trump card, even if he couldn't currently think of a way how. As such, he refrained from any mention of outside interference.

"The reason I used the qualifier 'probably', is that after a night in this place, given it's many and varied scavengers, I'm not sure how much of them is left...or how many pieces they might be in at this point."

"Which," he continued, speaking over the growing drone of dismay, "Brings me to my next point. Thus far, we've done a damn fine job of keeping our presence here from the Ponyvilleians, to keep that information in turn from our foe."

The clamor of voices trickled to silence as he continued, letting the background murmur of this place reestablish its primacy under his voice.

"Seeing as they've managed to infiltrate us, that move has become tactically irrelevant. We will continue our training here, the inhospitable and unpredictable nature of this place makes for an excellent arena, but we will no longer need to do so in quite as covert a fashion."

He stepped clear of the press of bodies, the group giving way before him like water around a rock. Water that kept a respectable distance from said rock.

"As of now, you have a seventy two hour leave. Go see your friends, your family, catch a movie or take in a race. Make terrible life choices that will lead future generations to question their parentage, I don't care. Leave now, and be back, here, in three days time. Dismissed."

Stunned silence, which was swiftly becoming this platoons official theme, lasted a shorter time then usual. It is a fact of life, as immutable as the tides, that regardless of the situations leading to the decision, granting a group of warriors a three day pass will result in no small amount of verbose celebration, as well as record setting levels of debauchery and shenaniganery. This was proven beyond the shadow of a doubt, as the trainee's departed in haste, disappearing into the murky, stinking jungle with a laudable level of speed and determination.

Behemoth stood and watched as the vast majority departed. The little shit, who, he'd decided he'd never bother to learn the name of and simply continue calling little shit, was carried off by two of his companions. He shot the older one eyed stallion what was supposed to be a murderous glare. Unfortunately, the intended effect fell well short as he wasn't capable of standing unassisted, lending his puffy eyed mean mugging a comical effect.

A faint smirk stretched across his face, just far enough to be visible, and infuriate little shit even more as he was half carried off. Once he was out of sight, Behemoth turned to the few stragglers. Four had stayed behind, three of his guard, bat winged, tuft eared veterans who made up the visible majority of the Lunar Guard, all of whom he knew by name. Along with them was the recurring, faintly familiar form of the pale lavender eyed mare. She was the one to speak, looking back and forth between him and the retreating form.

"Aren't you even a bit concerned, sir, that...antagonizing him," she nodded in the direction that the last three to leave had taken. "Might drive him to come after you, like the other three did?"

The teasing smirk expanded into a full smile, accompanied by a hearty chuckle.

"Not in the slightest. Now, he's embarrassed, pissed off. He'll talk a good fight, describe in great detail the suspected proclivities of my mother, as well as my specific parentage, and tell everyone who'll listen that he plans to destroy me in some, no doubt, violent and excessive fashion. But he won't do a damn thing except talk."

He moved, stepping over to center himself in the clearing, the lines of light and shadow playing over his back as he did so, the contrast roiling over him like liquid.

"I've shamed him, most importantly in his own eyes. When he comes back in three days, he'll train the hardest, work the fastest, put in the greatest effort and show the highest level of determination, to try and regain some of his shattered ego. To try and show me up. No. He's no threat to me, and by breaking him like this, I've orchestrated it to make it so that he just might end up being one of the best. Or at least not completely useless when the end game starts."

Stunned realization widened those hypnotic, almost white eyes. Those three with her smiled, sharing a knowing glance. This wasn't the first time they'd seen one eye work like this...nor the first time they'd seen it work.

"You...you planned this, the entire thing..."

He nodded slowly.

"Yes. Well, not for him, specifically, but there is one like him in every group, it pays to have a contingency plan ready for their kind, the ones whose mouths outrun their brains. Now. A training psychology lesson isn't what kept you behind, so, tell me, what's on your mind?"

She took a moment to respond, the other three standing behind her, still and silent, deferring to her for some reason in spite of their greater size, training, experience and ability.

"We'd like to...we know that they were traitors, but before that, they were guards, just like...us...ummm...them. We'd like to give them a proper burial, sir."

The other three nodded in agreement as she spoke. Behemoth turned away, looking off in the direction of where their bodies lay, the clearing just a few hundred yards off, completely obscured by the dense bracken. He nodded slightly, slowly, and took a moment before replying.

"You're...loyalty...is commendable...and very, very foolish. Regardless of what they once were, they chose to become our enemies. It's a touching sentiment, but one that they do not deserve."

The three with her finally spoke, all at once and overlapping each other with their objections.

"Sir, they're-"

"Spatha trained us for-"

"-expect us to leave them to rot-"

He waited for the cacophony to die down, not interrupting, waiting to speak until they had said their piece.

"As I way saying. I don't believe they deserve the respect you'd show them. I'll have no part in honoring them with a decent burial...but, the next three days are yours, if you want to waste your time on this task, be my guest."

The three guards saluted, snapping to attention in a display that seemed somehow to pain Behemoth, before moving off in the direction he indicated. She lingered.

"Thank you sir...you may be right about this...but...it's something we need to do."

She moved off after them, having moved only a few feet when she was stopped by a single growled word.

"Wait."

"Sir?"

She turned back, meeting his eye once again. It had changed, something about it was...darker then it had been just moments ago.

"See to their bodies, but disturb nothing else in that clearing, understand? Not so much as a leaf, or stone. Touch nothing else."

She looked confused, her brow furrowed by it. The look on his face, however brooked no dissent, and discouraged any questions.

"I...yes, sir, of course...we'll see you in three days."

Twenty minutes and an uneventful walk later, Behemoth was casually strolling through Ponyville itself. It was a brilliant summer day, the coming fall little more then a barely there scent of turning leaves carried on the calm breeze, almost muted by the still vibrant aromas of growth and life. Puffy white cumulus littered the sky, casting bulbous shadows across the rich green earth.

As he walked, no real destination in mind for now, he was surveying the chaos caused by his most recent proclamation. The sleepy little town and its unsuspecting eighty percent female population had been broadsided by the sudden arrival of nearly forty new, hyper fit, available, and neigh on supernaturally virile stallions.

Everywhere he looked, each and every one of the colts that had been hard at work scant moments ago were now each the epicenter of their own little constellations of mares, whose eagerness and willingness at this sudden windfall of male-ness was so poorly disguised that it was comical. Their coquette and playfully coy attitudes swiftly giving way to more...direct approaches.

Some had given up any pretense, and were leading his contingent, in bits and pieces, off towards homes whose pastel doors would quickly shut and windows that would soon rattle to the tempo of passion, businesses whose signs would swiftly spin to closed...and in at least one case, clearly visible in the shadows between two neighboring homes, one of his veterans and at least two mares had decided they could wait no longer, their impatience plainly visible in the frenzied, rhythmic motion of their publicly visible silhouettes.

~This ought to be fun to watch, these poor folks have no idea whats coming. Their little town has just been hit by a veritable tornado of penises...a...penado...a tornadis...? Hmm...~

Caught in his own little world of trying to find a suitable name for these most recent displays of sensual shenaniganery, he almost walked right into a young, orange maned earth mare who had appeared unexpectedly to block his path.

"Well, hello there."

Her voice was low, husky and, somehow, more then a little suggestive. He stopped short, almost skidding to a halt to avoid running her over. She was standing directly in his path, and as he looked around, he noticed with some trepidation that there was no where within a good twenty or so feet that could've concealed her. He was walking a fair distance from the myriad brightly lit and colored store fronts that decorated this particular street, lined on one side by the shops, businesses and restaurants, on the other by the vivid awnings and carts of the produce merchants.

~Either I was a little more focused then I thought, or she's a damn ninja.~

They stared at each other for a few seconds in silence, she was smiling, eyes half lidded, tapping a impressively large carrot against the corner of her mouth.

~O....k...this isn't disturbing at all...~

"Can I...help you with something, ma'am?"

"Actually," her smile spread, putting seemingly every perfect white tooth in her head on display. Her tongue flicked out, back and forth over the ponderous root vegetable, swiping across the pointy tip. "I was wondering in there was something I could help you with...something I can do for you...or...too you..."

~Oh for the love of...guess they're feeling it here, too...~

He stepped back and moved around her, almost pirouetting to keep out of the clutches of her and her suggestive vegetation.

"Nope. Nothing I can think of. Have a nice day."

He moved on, moving perhaps a little quicker then before, pulling away from her before she thought of getting a little more direct and just tackling him flat out. She yelled after him, loud enough to draw attention temporarily from some of the closer groups, and draw a tired sigh from him.

"Well fine then, just walk away, you damn Colt Cuddler!!"

~Crazy ass over horny root vegetable loving...oh now what...~

Staggering out of one of the businesses he was passing, the sky blue door smacking into its adjoining wall with force enough to rattle the panes in the windows, a purple mare barely managed to keep from tumbling over face first into the dusty road. She lurched to a stop, squinting up at him and swaying like she was a dinghy in a hurricane. She was accompanied by an odor of fermentation which ran out ahead of her like a ethanol wall, strong enough to make his eyes water.

"Yu...yer a...wassit..stal-i-on, aintcha, got them...dangly...stuff...with the...stuff, huh?"

~What in the holy bearded fuck did she...were those words or did she just gargle at me?~

"...I didn't quite catch that, ma'am. Are you...feeling alright?"

His confusion seemed to agitate her less then stable condition, her voice grew louder, more insistent, and, unfortunately, significantly harder to understand as she railed on.

"Garm! The stuff with the...things!"

Her face screwed up into a look of intense concentration, a frown of supreme focus. Behemoth, for his part, took this opportunity to step back, distancing himself from this latest bout of booze and hormone induced insanity.

~Okay...I think I've got this, I'm going to need a young priest and an old priest...~

Finally, recognition dawned across her face, peerless joy crossing her inebriated features with all the subtlety and restraint of a low yield thermo nuclear detonation.

"PENIS!!"

She shouted this one, single word, two syllables sent echoing though the town. More then a few sniggers and amused whispers trickled out from passer by as a result, her antics drawing a bit of a crowd. A sharp, stabbing pain blitzed into Behemoth's head just behind his eyes, the familiar feeling of a migraine brought on by sheer stupidity.

"You...you got onea them...an should...do stuff...with it to...umm...ya know, with the thing..."

As if to clarify her point, she proceeded to make a series of disjointed and disturbing hip thrusts and gyrations, rearing back up on her hind legs as she did so, pivoting her body like an unbalanced child's top, and nearly falling over backwards in the process. Her motions were vaguely suggestive, but mostly uncomfortably familiar to some form of inadvertent seizure.

The pain in his head now a very sharp and real thing, digging into his fore brain with all the gentleness of an impact drill. With a characteristic heavy sigh, he turned ninety degrees and moved away deeper into the town proper. He didn't bother replying, as any words would be wasted given her current status.

~A whole town full of unrestrained, uninhibited mares. At passing, that sounds like a great time...then this shit starts happening...~

He ducked down a side street, ducking into the shadows under a brightly colored cafe front awning to give his temper a chance to abate before continuing, and maybe consider a destination. As if the universe itself saw fit to drive his chagrin on a bit further, a third female voice cried out for behind him, cutting short his pursuit of sanctuary after less then a minute.

"Hey! Excuse me, are you-"

"ENOUGH!"

He whirled on the newest speaker, long past his patience and predicting more of the same that had sent him there, he 'Spoke with Authority' as he turned.

"No, I'm not going to fuck you. Would you daffy ass mares just leave me Celestial-damned well enough alone, I'm just trying to walk down the street in peace, is that too much to ask?!"

After a few seconds, the look of startled confusion on the face of the cute, mint green colored mare standing before him sunk in through his annoyance. He noticed in an off hand fashion which he contributed to fatigue, the streak of white shot through both tail and mane. Her mouth hung open in surprise, jaw working at silent words. He realized his error as she managed to speak.

"What the...fuck you, why the hay...I wouldn't...I mean, I don't even know...I just wanted to know if...what kind of mare do you think I am, any ways?!"

~Well shit. Guess I misjudged that one...~

He shook his head and raised a hoof in a sign of acquiescence, staving off any further unintended offense. She was pissed, cheeks flushed, face scrunched up in a frown, but her verbal tirade ceased.

"I'm sorry ma'am, I meant no offense. I shouldn't have jumped to conclusions, it's just...everypony has been a little..."

He paused, searching for the right word. Her face softened, nodding a bit in agreement as she found a suitable term before he did.

"A little hump crazy? Yeah, I've seen that too. It's gotten pretty...sticky, these last few months. But no, I didn't run up to you in the middle of the street in broad daylight to try and get at your dangle."

He couldn't help but smile a bit.

" Well, alright then, miss...?"

"Lyra."

"Alright then, Lyra, what can I do for you?"

She took a deep breath, and glanced around furtively, making sure nopony else was in ear shot. Her eyes, golden and clashing nicely with her coat, grew brighter as she obviously grew a bit more excited. She pressed a hoof against his chest, moving him a little farther back into the shadows.

"You're him, right? Lieutenant Behemoth, Celestial Guard?"

He tilted his head, bringing his one good eye in line with her and narrowing it slightly. She had his undivided attention now, and he took a few seconds to respond.

"I was, a while ago, more recently I was Captain Behemoth of the Lunar-"

She spoke over him, her words tumbling out in a hurried flood, her enthusiasm pressing past his minor annoyance at being interrupted.

"Yeah yeah, but, you WERE a lieutenant, right, and you were in charge of the long range patrol into the Deadlands seven years ago...right?"

He leaned back, his head drawing up. His face was locked quickly into an emotionless mask. Almost quickly enough to hide the widening of his eyes and the split second drop of his jaw.

"...Assuming, for a second, that I am THAT Behemoth, any details of that patrol...if it even ever happened, would be black listed information for..."

He made a show of looking at the watch he wasn't wearing.

"The next one hundred and forty two years, six months, eighteen days and...three hours...or so...and nopony outside the Guard and the Princesses should have any knowledge of it...if, that is, it ever happened."

"Yeah, but I know, so...tell me, what're they like?"

He had a suspicion he knew where this was going.

"They who?"

She glanced around again quickly, stood on tip hoof to speak, almost whispering in his ear.

"The hairless apes! The bipedal sapiens, you know...humans."

He pulled away. It was his turn now to look around, a hesitant sigh slipping out as he subconsciously licked his lips. He spoke haltingly, choosing his next words with precision.

"Humans. They...they're a myth. A legend. An old ponytale, there is no truth to any of those stories. And even if there was, I could tell you literally nothing about them."

The excitement, the bright, shining light in her eyes, sensing now that she was so close to the truth only to have it snatched away once again, faded and drained away. Her whole form seemed to shrink and diminish as her face shifted from enthusiasm to disappointment.

"Oh...I was...oh...but... Well...sorry to bother you then..."

She turned, trudging away without any of the vivaciousness or passion she had shown a few scant moments ago. Her hooves barely left the dusty road as she moved, drained of energy and with drawn.

~Aw fuck, I can't leave her like this...this is a bad idea...~

"Wait."

She turned back, her eyes meeting his, a faint glimmer that might have been a sliver of hope flashing through. He motioned her back over, and, begrudgingly, she complied.

"I couldn't tell you, for example, that they are very real. Or that they are a nomadic culture, that moves constantly throughout the southern wastes. I also couldn't tell you that they are slow to trust, and very cautious..."

The light shot back into her eyes, like the sun coming out from cloud, until they shone with a radiance rivaling that celestial orb. She listened in rapt silence.

"Or that they are capable of great acts of violence...and compassion towards those they don't know...and I certainly couldn't tell you that they frequent the oases, and that if you found one of those, all you'd have to do is wait..."

He smiled a bit, unable to avoid a faint mirror of the glowing grin she now sported.

"Sorry, but I wouldn't be able to tell you any of that. Was there anything else?"

She stammered, full of energy, moving in fits and starts almost as if a current of electricity was surging through her.

"I don't...I...no, nothing else, I...thanks...for your time...I gotta..."

She dashed off, tearing out onto a main thoroughfare at a full gallop. She skid to a stop right as she was about to break back into the stream of hoof traffic. She looked back over her shoulder at him, beaming.

"Oh, there is something."

His brows raised in silent inquiry. Her smile changed into a smirk, her eyes half lidded, and she spoke the next in a husky, bedroom voice as she reached back, slapping her flank right on her cutie mark with a fore hoof.

"C'mon stud, this tight green booty ain't gonna hump itself, why don't you come on over here and plow me like a rice paddy, you great big stallion you..."

His face went slack, the faint smile dropping as quickly as if it had been slapped away. He didn't so much as twitch, didn't so much as blink, just stood staring at her. After a few seconds, she started sniggering, the overly exaggerated bedroom eyes and pursed lips giving way to peals of laughter.

"Kidding! Just kidding! Thanks again, for the chat, Mr. Behemoth, bye!!"

She waved a fond farewell, and stepped out, merging with the pedestrian traffic and disappearing from view.

"Yeah...real funny..."

A few more minutes on, still without any particular goal in mind, merely wandering for the sake of wandering, he caught sight of a familiar shock of an unkempt, sunbeam golden mane seated at a cozy little out door cafe just off the main town square. He veered in that direction.

~Hey, it's little one, wondering what she's doing out...wait a second, who the hell is that?~

Now, as she came into clearer sight, he noticed that Derpy wasn't alone. Sharing a table with her under a barber pole striped white and red umbrella, was a skinny, almost anorexic, greasy looking dark green colt wearing a ridiculously pretentious, and just plain ridiculous looking beret perched over his ears, a greyish horn jutting up through it.

~Now what the...oh HELL no!~

They were kissing. If you could call it that, and only if you felt generous would you. It was awkward, haphazard, his mouth moving like he was...chewing. He stopped before their table, forcing the occasional passerby to divert around his form as he stood motionless on the other side of the short, wrought iron fence that marked the edge of the cafe's seating area. He cleared his throat loudly.

"Mmmph, who's..."

Derpy pulled away, her eyes widening as she caught sight of who had just arrived.

"Behemoth!! Hey, its...umm...hi!"

She blushed fit to burst, her cheeks, and then her entire face turning beet red as she stammered through introductions.

"This is...uhh...Gnat..."

She indicated the colt who was now eying Behemoth.

"And this is my br-"

"Whoa, look at all those scars, hey, you ever hear of dodging, eh he he he he he!"

"Eh he he he he, you ever hear of a ritual killing?"

The smile on 'Gnat's' face faded, replaced by a look of confusion that looked right at home on the little twerp at Behemoth's unexpected response.

"..I don't get it."

"I ever see you gnawing on my little sisters face in public like that again and you'll be one. Eh he he he he he!"

Realization dawned on 'Gnat' slowly, and he suddenly remembered he had somewhere else to be.

"Oh. I uhh...bye."

As he departed quickly, Derpy half stood after him.

"Wait, you don't gotta..."

He was well and truly gone before she could finish that sentence. She scowled at Behemoth.

"I'm not a little filly any more, I can look after myself...you didn't have to be so mean!"

"Mean? What in Equestria are you talking about, I didn't even show him the hatchet."

Author's Note

Took longer then anticipated.

18: Just Another Day

"Wake up."

The voice was quiet, yet forceful. An insistent whisper.

"Wake up, wake up, wake up."

It was also proving rather difficult to ignore, regardless of just how comfortable his bed was, and how exhausted the last days had left him. Difficult, for two separate and significant reasons.

"Wake up, your services are required."

One, was that the voice, as warm and lovely as it was, wasn't actually speaking to him, it was echoing through his mind.

"If you don't wake up, I'll just get started without you."

The second reason, was that with each repeat of the demand, a warm, firm, ring of tingling magical force squeezed around the base of his cock, and the root of his scrotum, pulsing in time with each word.

With a sleepy groan, Behemoth rolled onto his back, resolutely keeping his eyes closed, he fought to similarly keep a smile off his face.

"Finally!"

He could hear and feel her rustling around under the covers, then the sudden weight of her forced him to make a strange, "Blu-huwuh!" noise as she flopped across his chest.

"The Princess of the Night requires your services, good sir, is your body ready?"

Yeah, no real chance of disguising the grin this time.

"Heh, nope, can't hear you, still asleep..."

She playfully sank her teeth into his chest, and growled against him, her breath hot and wet through his dark blue coat.

"Mmmrrnnn, no, no more sleep..."

Keeping his eyes closed now by sheer will power, he felt the familiar sensation of a wing rubbing across the pinnacle of the mountain of fabric jutting conspicuously up from the bed.

"Mmmm, well at least some of you is ready to go..."

"Aaaacccccc-sheeeeww...."

Not the most convincing snores, perhaps, but they served the purpose, earning him a playful slap across the belly.

"Ok then Soul Eater, lets try this a different way..."

The gentle brushes of her wing gave way to a firmer grip as she enveloped him with the prehensile, feathered membrane, the heat of which radiated through the thin sheets.

"You remember all that fun we had with little Twilight at the library?"

The fake snores stopped, and his response was punctuated by a visible throb.

"Uhhh...yeah, that could work. Get her in here too, that'd convince me to wake up..."

A slow, predatory chuckle met that idea, the sound of which unnerved him more then a little bit.

"No, that's not exactly what I had in mind...here's how this is going to work, either the REST of you gets up, or this time, you get to play the role of nubile little Twilight Sparkle."

Silence reigned as she let that sink in, after a few seconds he replied.

"Did you...just threaten me with tentacle rape?"

She smiled, leaning up and kissing the tip of his nose.

"Threaten? Oh no, I would never threaten you."

He seemed to relax a bit at her reassurance.

"No, that wasn't a threat, it was a promise. I promise, I will proceed to make you airtight with magical tentacles if you aren't up and well on the way to giving me a screaming orgasm in the next ninety seconds."

Strangely enough, it didn't take him ninety seconds. His eyes opened, blinking away the gumminess of a good nights sleep and the brightness of the late mornings sun light that was sneaking in around the drawn curtains.

"Well, shit. Ya know, for some strange reason, I'm not that tired anymore."

She laughed, the sound was lyrical, musically beautiful.

"It must be a Hearths Warming Eve miracle, now..."

She tugged the covers away, casting them off the end of the bed to pool on the floor, and exposing the rigid length of his morning wood for the first time in...almost ten whole hours. She smiled as its full glory was once again laid out, or, more accurately, up, before her, licking her lips subconsciously. She nestled in, moving closer, her tongue rolling over her lower lip as her mouth opened to accept him, and...

The front door slammed open, rebounding off the opposing wall hard enough to rattle the frame of the home. A shrieking, scrapping noise, reminiscent of talons on a chalk board, set their teeth on edge. It was followed by a massive thud, as something illogically heavy slammed into the wooden floor of the entry way, ten or twelve feet below them.

She froze in mid motion, less then an inch from him, he could feel the heat of her breath as their eyes met in mirrored confusion, he twitched in response.

"What the hell-"

Her whisper was cut off by the cry from below.

"BEHEMOTH!! Come downstairs, you gotta huge package today an I wanna see!!"

Closing his eye for a moment, Behemoth heaved a mighty sigh at the voice of his beloved little sister ringing out from below. He attention was drawn back down by Luna's whisper, so faint he could barely hear it.

"Well, I don't know if I'd call it huge..."

He stared at her in silence as she tried not to smile, working hard to keep a look of critical appraisal centered on her face.

"I'd say its...adequate...decent, perhaps..."

She tilted her heads towards his erection, studying it with a jewelers precision. She gave it a little prod with a hoof, watching as it swayed slightly.

"It'll do. Maybe if we're real quiet, she wont know you're home, and we'll get to try it out."

"I know you're home, so don't try to be real quiet!"

"Ok, maybe she doesn't know you're awake...?"

"I know you're awake, too!!"

The both of them looked over the side of the bed, staring at the floor incredulously.

"And maybe shes a damn psychic..."

"I know what you're thinking, but I'm not a damn psychic. Hurry down, I wanna see whats so special about this great, big, massive, heavy package, I could barely handle it!"

With a groan Behemoth brought a hoof up to his face.

"Derpy! Verbage!!"

It was silent for a few seconds, after which her disembodied voice rand out again.

"I don't get what you...EW!!! Dag nabit, that is so not what I meant, that's not how I meant it at all, stop being gross!"

Behemoth couldn't help but laugh, but it was Luna's turn to let loose a long, weary sigh, as she laid her head on his thigh, pushing out her lower lip, pouting how only she could.

"Well, I suppose we should go see what has her so excited..."

She leaned forward, pressing a single, gentle kiss against the underside of his shaft, just below the flare.

"Until next time..."

Derpy's terminology, suggestive as it was, was accurate. The steel banded ironwood crate she had somehow managed to lug into the living room was, in fact, huge, big, massive, and a grab bag of other innuendo laden adjectives. It would, and had, proved difficult for Behemoth to maneuver while empty during the many years he'd owned it, he couldn't begin to fathom the power needed to move it packed full as it currently was. Or how his dainty little sister had accomplished such a task.

~Maybe Miss Pie has been giving her lessons on denying the laws of physics...~

It was a standard issue personal hoof locker, dozens of which occupied the Guard barracks, one piece of equipment identical between the two separate Guard contingents. Thick planked wood, it stood knee high and the same span deep, and from end to end was half again as long as Derpy was nose to tail. Old wood polish and the stretch of untold decades had left the scuffed, scratched and dented trunk a reddish black, more black then red, like an old scab.

"It's my old duty locker."

He explained for Derpy's benefit, Luna, who was scrounging through the kitchen, had recognized it immediately, and moved off disinterestedly to pursue breakfast. Satisfying one biological need in place of the other that had been denied.

"Oooohhh, so, it's got all your...guard-y stuff in there, huh?"

Behemoth nodded in reply to Derpy's enthusiasm.

"Probably...I wonder who...huh. Nope, only Dusk would've, or could've sent this. Stubborn old mule, I told him I wouldn't be needing all of this..."

Luna's voice quipped in, speaking around the sandwich she was making and eating simultaneously.

"Maybe he knows something you don't, with age comes wisdom, after all."

"Ah well," Behemoth smirked, glancing over at her rump, the only part of her sticking out of the fridge. "In that case you must be the smartest creature on the planet."

Her head rose ominously slowly up into sight, chewing, and she threw him a withering glare.

"I am, and you're an ass."

As she returned to her food, he fished around in his pack for a moment, before emerging with a heavy old key decorated with the same patina of age as the trunk itself, the copper of it's make pitted and green with the passage of time. Regardless of its apparent age, it fit perfectly, and the lock disengaged with a sharp clack, freeing the heavy lid to pivot back on ancient, well oiled hinges that swung with only the slightest groan.

Resting atop a rough cut piece of black fabric, which apparently enclosed the rest of the items contained within the chest, was a flat rectangle, wrapped in plain brown shipping paper, tied with utilitarian twine. Tucked under the x of twine, a single sheet of writing paper was folded over, adorned with a single letter, B.

Lifting the wrapped object clear, he turned away from the crate, making room for Derpy as she enthusiastically dove head first into it, exploring the myriad personal treasures that would give a glimpse into the life she'd barely even heard about.

The note, predictably scribed in Dusk Shields quick and tight script, explained the odd out object.

"You mentioned a group of fillies, the, "Cutie Mark Crusaders", that liked my book. An impressive feat, since I had to help even you through some of the bigger words. This is for them. First edition, signed. Make sure they get it. Everything else in here is yours. Finally decided to move into the new quarters, and needed to move out the last of your wayward gear to make room. Thank me later. I'll be billing you for shipping."

~Heh, old bastard...~

His attention was torn away from the oddly thoughtful gift, as Derpy emerged from the depths, spinning around to face him with a grin seemingly stretching from ear to ear, and a Guard Captains helm perched lop sided on her head, shocks of golden mane sticking out every which way.

At a glance, it appeared very much like the helms worn by the rank and file of the Lunar Guard. The differences, few as they were, were mostly of an aesthetic nature. While the standard helms had a decorative metal crest, almost a fin running from between the ears down the center line of the head, Behemoth's had a short plume of dark blue bristling up from the crown, quite similar to that displayed on some of the Celestial Guard. It was a silent testament to the age of this piece, as it came from a time when there was just one Guard contingent, a supposition reinforced by the fact that the plate was noticeably thicker throughout, reinforced and more carefully designed then the rest. In addition to the plume, the whole peace was covered in whorls and twists of nearly microscopic filigree, worn invisible and smooth in places by the passage of time.

The sides of the helm also extended down and forward, tracing along his jaw line and completely encircling his eyes. The orbit was broken, top and bottom, and discoloration marked a line down from the forehead and through the closed orbit of the right eye, before trailing back along the jaw. A line that would, if worn, match exactly the scar that had taken half of Behemoth's vision.

"Guard Captain Derpy, reporting for duty!"

She threw a sloppy, half hazard salute, the sight of which pulled a poorly suppressed grimace from her brother. Not as a result of the less then crisp nature of the motion she was unfamiliar with, but because that gesture, from her, was something he never wanted to see. A fleeting glimpse into a life he wanted to insulate her from at all costs. An existence he wanted her to have nothing to do with.

His discomfort was so pronounced that Luna picked up on it from the next room, her face appearing around the corner from the kitchen, brow furrowed ever so slightly at the waves of trepidation radiating from him. It was a small thing, all things considered, but hit him like a train. He spoke, doing an admirable job of keeping the sensation of his stomach dropping through his hooves from effecting his voice.

"Captain already, huh?"

Reaching forward, he gently lifted the heavy casque off of her, setting it aside and revealing a smile that melted through his lingering concerns, the golden, if slightly off kilter eyes that shined with innocence and excitement.

"Might wanna slow down a bit, promoted so fast, you'll make the rest of us look bad."

He gently steered her back to the open chest, as Luna returned, momentarily satiated from her quest for sustenance, she joined them on the couch.

"Alright, lets see what else he decided to send out..."

The next item, resting atop the considerable bulk of his heavy armor, rattled and clanked as apparently loose metal bits shifted against each other within a unadorned cloth satchel. It was set on the coffee table, next to the helm, and Derpy wasted no time darting in to fold it open.

"Ohhh, what're these...hey, one of them is broken..."

They were tear drop shaped, each would have been about the size of a large dinner plate had they both been intact, and were constructed of copper or some other gold hued metal. Bedecked with straps, cinches and buckles, they were odd looking, and obviously intricately made and complex machines. One had been cleaved, some great force separating the top third off of the tear drop point, such an abominable strength it must have taken, the metal edges had been fused by the force of the single, monstrous blow. The clanking they'd heard had been the shattered gears, twisted spars, and a length of blade, cut as surely and cleanly as the rest. The damaged mechanism showed splatters of discoloration, something had sprayed across its surface, and been left to turn brown and dull with age. Derpy swept up the intact model, bringing it up to her face to examine closely.

"Now, be careful with that, you don't-"

Behemoth's words of caution fell short, as Derpy's manipulations found the pressure catch, and with a distinctive metallic clack, a wide, short, almost leaf shaped blade snapped into position faster then the eye could follow, a hairs breadth from Derpy's nose. It's tapered form flowed into that of the housing, forming a gentle slope which encompassed both mechanism and blade. A smooth, fluid stretch, devoid of any crease or edge, smooth as silk.

Next out, heaved with a grunt of exertion free of the container seemingly too small to accommodate its bulk, came the armor itself. As was the helm, it was very similar to the traditional guard plate. It extended a bit farther down the flanks and across the chest, and was covered in a similar way with barely visible and inexplicable lines and swirls as the helmet, and shared with it the increase in thickness and general quality of smithing.

"I always thought you looked good in that...", Luna quipped, giving him a little smile.

With more then a little effort, it too was set aside. A section of the breast plate, to the left of the peaked sternum line, showed a similar paling discoloration as the helm had, a smaller, but related section marred the back plates, just left of the spine ridge. This armor, it would seem, hadn't been enough, what ever it had encountered had gone clean through it.

As soon as it was clear, Derpy moved back in, delving deeper into the musky chest, whose bulk didn't seem quite so physics defying now that the armor had been removed.

The next items were diminutive as they were inexplicable. A set of playing cards in an antique silver case that had seen better days. A jumble of coins, varied in size, shape and construction, the script on some flowing and smooth, words like water, and completely indecipherable. On some, the harsh, jagged scrawl was unpleasant to look at, causing a queasy, nauseous feeling shortly after the eye met them. A small, hooked blade, ornately carved and designed for some creature without hooves. An unadorned wooden box, packed with casual disregard to the brim with commendations and medals, tucked to the side as if an after thought. A regal blue dress uniform, folded with crisp precision. A collection of personnel files, bound tightly together, over thirty all told, some fraying and their edges yellowed with age, some new and crisp, seemingly only written a few short days ago. A dozen different hearty books, some on internal medicine, some on strategy and tactics, one, odd out for its age and unique binding, was titled simply, "The Spheres Of Longing".

These were all set aside, clearing space for the last three items.

Another box, weathered and well carved wood of a deep red hue, which gave off a thick, spicy scent. It was wood not native to Equestria, foreign even to Luna, who caught Behemoth's eye and indicated the box with a nod, her raised eye brows asking the question she didn't voice. If he noticed, he showed no sign.

Inside, as it's hinged lid opened noiselessly, was an object unlike any known. Silver, gleaming metal, polished to the point where it cast back distorted reflections of the three of them. It rested in pillowing folds of cloth the same color as the wood, it's vaguely L-shape obviously heavy by how low it had sunk into the cloth. The short arm of the L was adorned with sandalwood, unmistakeable by its faint fragrance and smooth grain. At the sight of it, Luna could no longer keep silent. A score of small, flat ended cylinders shared the box, each tucked into it's own little recession.

"What in creation is that, I've...seen nothing like it."

Behemoth was slow to respond, a strange look on his face.

"It's a...memento from an...from a ....friend."

He ended that line of discussion by firmly closing the box, and setting it aside.

Next, second to last, a rolled bundle half the size of the last. Made of rich, smooth leather, backed with spotless white velvet and bound with a luxurious stretch of ribbon.

"Oooh, this is fancy, wasn't expecting to see something like this in your stuff."

Derpy set it down, quickly tugging loose the ribbon, and rolling the bundle out across the beleaguered table. Gleaming in the light just as surely as the last item had, each tucked into it's own specifically designed and painstakingly stitched compartment, were seven blades of various sizes and shapes, a small yet heavy headed mallet, one end of which curved down to a wicked point like an eagles claw, a contraption that looked for all the world like an overly large vice, of the kind used to crack hard shelled nuts, something that bore a strange resemblance to a melon baller, wide and shallow, and with a rim that was razor sharp, and lastly, short, compact and sturdy and impossible to mistake for anything else, was a polished bone saw. There were other devices and contraptions, almost a score all told, but the rest were bizarre beyond description.

Derpy's confusion and Luna's shock were contrasted by the dropping of every flicker of emotion from Behemoth's face. A trick of the light caught them, the reflection displaying their miniature forms across the tapestry of his single golden eye.

"These're...what the hey are these Behemoth?"

His response was quick and brief, almost as if it was an answer that had been rehearsed many times.

"Surgical tools."

Derpy looked at him, her head tilted to the side, frowning.

"Why do you gotta bunch of surgical tools in here??"

A smile, artificial and transparent, and not reaching anywhere near his eyes snapped across his face with the speed of muscle reflex. He leaned forward, rolling them back up with quick, practiced movements.

"Oh, you know me, I always was interested in medicine."

The explanation wasn't particularly convincing, but in her innocence, she took his claim at face value. Luna, however, Luna was a different story all together. She kept her suspicions to herself though. At least for the moment.

At last, the final item, a massive shape was tugged free. So long it only fit by running the diagonal of the chest's corners, and then only barely. As it came up, its jet black length scraped the heavy, old wood, gouging its own path to freedom. One end was jagged, as if broken off of some much larger object, the other was a flat, box point, so sharp the edge faded to translucence. Across it's cheek, the blade was half again as wide as Behemoth's leg, and grew thicker as it approached the jagged, broken off edge. The spine was pock marked by hundreds, maybe thousands of pin prick holes, forming shallow indentations seemingly at random along its entire surface. It was jet black, and looked preternaturally wet, slick and gleaming, but dry to the touch. Dry, and unnervingly warm. As the light caught it, it reflected back a chromatic sheen, like sunlight on oil.

In an interesting turn, Derpy seemed barely interested in this final item, giving it only the most fleeting of glances before rummaging one more time through the now empty chest, making sure nothing had been overlooked. Satisfied that she'd seen all there was to see, she extracted herself from the crate that could have easily contained her, with room enough to spare for a friend.

"Well, it was fun lookin through all this stuff, but I better get goin before the general notices I haven't finished my deliveries yet."

She swept up her bag and cap, an uncharacteristically graceful motion, except for the part where her swinging rear almost sent a lamp through the living room window. It's impromptu flight ceased a few inches short of coating random passerby's with shards of broken glass thanks to a certain Princesses glowing horn. Ignoring the near lamp-icide, she leaned up, giving Behemoth a little peck on the cheek.

"I'll see you guys tonight, byyyeee!!"

And then she was gone, disappearing from view about the same time the lamp ceased its high risk aerial maneuvers and returned to its table.

Behemoth set about repacking the trunk, practiced, deliberate motions returning each item in meticulous and exact order and orientation.

"Those weren't surgical tools, were they."

Phrased like a question, her tone made no disguise of the fact that it wasn't.

Behemoth didn't pause his mechanical motions for even a second.

"No. They aren't."

She watched his steady motions, waiting for an elaboration that didn't come. She prodded, asking a question she wasn't entirely sure she wanted an answer to.

"Why do you have them?"

As the lid swept closed with leaden finality, he finally looked up, meeting her eyes. The look in his one was...strange.

"They are the tools of the trade for the task your lovely sister assigned me several years into my service, and several more before your return. Memento's of a duty I under took for a time, by her specific request."

She could stroll casually through his mind, drift effortlessly in and out of his thoughts and memories. Her efforts three years ago had seen that his thoughts were as easy to access as her own. He made no effort to block her from the ones associated with the tools.

Still, she recoiled, she...saw might be the best word. She saw the path to those memories, a psychological meat wound burned into his psyche, raw and weeping. Pain, terror, the abattoir stench, the copper tang of blood, the reek of offal, the stink of waste.

Screaming.

Screaming, lasting far longer then screams had any right to last. The shrieks of agony shifting to high pitched wails, as if-

She physically staggered back, desperately turning away from the depths of that part of his mind. He watched her recoil without as much as a twitch, his eye locked onto her without displaying the slightest emotion. It took a time, silent in this home, for her to meet his eye again. The room seemed inexplicably cold, although the sun was shining warmly in a perfect blue sky. She changed the subject, desperate not to dwell any longer in this place.

"So...I've been thinking. It's fortuitous that Dusk Shield sent these items, I believe I've found a way that we can take advantage of the...essence, you've...acquired from the Elements of Harmony."

He nodded slowly, taking her silent hint to put one topic behind them and move on to the next.

"Interesting, where do we start?"

She smiled, it was only slightly forced.

"First, we go and speak to every ponies favorite librarian."

A short time later saw the two of them at the door of Ponyville's tree library. It was, strangely enough for the middle of a weekday, locked. It was a stereotypical sunny summer day, and the streets were humming with life, seemingly every resident was out today, still, the walk had been uneventful, as Luna had decided to travel, "In disguise". Her hair was down, bound in a quick and simple ponytail, she had acquired a pair of plain rimmed glasses, and her cutie mark was now a full moon half obscured by a cloud. That was it, her cunning guise of deception. And it worked, she was spared nary a second glance, far from the fawning attention usually reserved for royalty in these parts.

Behemoth knocked, and they waited patiently for the faintly heard patter of hoof falls to work their way to the other side of the door.

"You look good in disguise, I'm getting...kind of a ...naughty school teacher vibe. Very sexy. Wanna duck into the bushes for a quickie?"

She short him a withering glare, it's desired effect somewhat diminished by the twinkle of mirth in her eyes and the fact that she was obviously trying not to smile.

"I'll have you know, that a Princess does not 'duck into the bushes for a quickie', good sir."

"Right, I forgot. You prefer your sisters gardens...or her bedroom...or the secondary kitchen, wine cellars, servants shower room, docking bay 94..."

"Ok, you've made your point-"

"The tertiary gruel storage room of the Manehatten municipal orphanage, oh, there was that time you shrunk us down and I gave you a few screaming orgasms on your sisters crown during a state dinner with the Saddle Arabians, that made for some interesting diplomacy...

"Quiet you, we had a chance for that this morning, but you-"

"Main audience chamber, second floor broom closet, Guard barracks, (both divisions,) the orrery, the libraries, the rail switching office, your sisters private sleeper car, the stallions outhouse at the Appleloosa train station, that one alley behind Donut Joe's shop..."

"Do you keep a list?"

"The center of the Wonderbolts raceway, Fluttershy's kitchen, that one rainbow you told said to, quote, 'Do me on'...

He was cut off by the clack and creak of the windowed door finally swinging open, a familiar flustered mare, three tone purple mane a little disheveled, and breathing a little heavily met them.

"What is...who is...oh, M-Mr. Behemoth, I haven't seen you since..."

As the thoughts of their last encounter came back to her, she blushed a brilliant shade, almost enough to give Mac a run for his money. With all that blood rushing to her face, it was a few seconds before she could continue, time enough for Behemoth and Luna to share a knowing smirk. It would seem they'd left an impression.

"Indeed. Nice to see you too Twilight, can we come inside?"

"Come? Inside? Oh, uh...sure, sure, that'd be...and, hello to your friend, I don't think we've met..."

As they stepped inside, Luna dropped her clever concealment's, the glasses disappearing into a puff of smoke, mark back to normal and mane it's usual, physics defying flowing self. The sudden change, swift as a blink, startled Twilight almost enough to motivate a back flip, the reading table, the same one she'd become so well acquainted with the last time she'd had these particular guests, bumped against her rear, stopping her backwards motion.

"Princess Luna, what're, how did, where, the glasses??"

They couldn't help but smile at her impressively dramatic reaction as the door thudded shut behind them.

"Yes, it's me Twilight, please, don't make a fuss, I'm not here in any...official capacity."

Twilight's eyes darted back and forth between them, processing just how quickly and unexpectedly her quiet morning had vanished. As for Behemoth, his attention was elsewhere.

~That smell...it almost...heh heh, guess we interrupted. No wonder she looks so flustered...~

His attention returned to the conversation just in time to hear the last bit of Luna's attempt to calm her sisters prize pupil.

"- just here to get your help with a few things, with finding a few old tomes we hope you may have."

Behemoth wandered off. The Princess and the librarians conversation swiftly turned to arcane magical texts, which held about as much interest for him as an in depth recital of the Canterlot phone book. He moved towards the closed door separating the main room from the small in tree kitchen. A scent of herbs, spices, and something cooking luring him over like a sirens song. His stomach rumbled in a none too subtle reminder that he had yet to eat today.

The conversation from behind him little more then a background drone, he reached out to push open the door. It swung open of it's own accord.

"Twilight, lunch is read....y..."

The small purple and green dragon, wearing a chefs hat and a 'Wub the Cook' apron, had just backed out, balancing a small tray of sandwiches and two bowls of steaming soup. Almost walking straight into Behemoth, his vision slowly trailed up his significantly larger frame. They stood in silence, staring at each other for several seconds. The silence never knew what hit it.

"GAAAAAAAAHHHHHH, ITS A FUCKING DRAGON!!!!"

"AAAAAAAAAH, ITS A SOUL EATER!!!"

The well prepared lunch clattering to the floor, a diminutive claw rose to point at the blue-black pegasus, a large hoof mirroring its gesture. Luna and Twilight, their discussion forgotten, stared at the two in astonishment.

"AHH!!!"First Spike.

"AHHH!!!" Then Behemoth.

"What the hell are you two-"

Luna was cut off, as, this time, their response came in tandem.

"AAHHHHH!!!!!"

Silence reigned. The two stared at each other wide eyed, both leaned back and pointing, and were in turn stared at in shock by their respect female companions. Behemoth spoke first.

"You're not burning down the village, hoarding everything portable or eating random townsfolk."

'No. I'm not. And you're not eating foal souls, orphan or otherwise."

"No, but it's still early."

A small purple finger turned from an accusatory point to an open palm.

"Hi. I'm Spike."

The Beast met that tiny purple claw with his hoof.

"Behemoth. Good to meet you."

Luna shook her head in astonishment.

"Oh what the fu-"

19: The Beginning of the End

The air burned in her chest with each gasp. Her legs were cramping, threatening to seize up with each step. Every gasped inhale brought a metallic taste. She'd never moved this fast. She didn't dare slow down.

They were right behind her.

She could hear their much larger forms crashing through the underbrush, their snorts of exertion and shouted curses and swears as they came after her.

"Don't run you little orange cunt, we're not gonna hurt you, at least not too bad!!"

"Heh heh. yeah, won't hurt you, you're prolly gonna enjoy it, I know we will!"

Tears streamed down her face as she pushed herself harder.

"So, it was a book."

Mac's clarification was preceded by a sputter-snort as he pulled his head from the rain barrel, and cleared the resulting water from his sinuses.

"Not just any book, a signed first edition of 'Small Unit Maneuvers and Applicable Tactics: A Compendium and Reference Guide for Small Scale, High Intensity Conflicts, or SUMaAT:ACaRGfSSHIC, for short.'"

"So it was a book with an unnecessarily long title?"

"No, it's...well, yes that too, but-"

"Hmm, that was that...tactical book the Crusaders were into a few months back, right 'round the time ya got back?"

It was Behemoth's turn to dunk his head, the cool, clear water splashing up and trailing down his neck, whisking away the dirt and sweat of another long morning spent in the fields. His motion, and the sputtering response a mirror image of Mac's.

"Yeah, that's the one."

"How'd they like it?"

Behemoth smiled, leaning back against the fence, which quietly groaned in protest at the sudden weight. The sun hung motionless directly overhead, its heat seemingly pressing down on the world, making the air itself heavy and thick. It was still, without the slightest breeze, as if the earth was holding its breath in anticipation of the coming storm. From far off a peal of thunder, like the growl of a predator beast about to pounce, rolled to them over the sun stricken hills.

"Well, there was a lot of shrieking and high pitched noises, and then something white and purple attached itself to the side of my head in a flying tackle. I assumed that meant that they approved."

Mac nodded, his massive head moving as implacably as continental drift.

"Eeeyup, I'd say that's a fair guess. Ain't that 'bout the same way they reacted when they first met ya? Right after you put the moves on Granny, right after ya stole her walker?"

"I didn't steal it, she beat me with it, sticking with the long standing Apple family tradition of bludgeoning guests, and...moves on...no. Just no. I love the old gal like she was my own gram, but...no. You're a bad...no. That's just not right."

Mac grinned, leaning back to join his blue companion on the fence, it groaned loudly, moving perceptibly under the strain.

"Well, I know you've got a thing for the older mares, the lady yer shackin up with now is, what, the oldest thing on the planet?"

Behemoth looked over, the motion exaggerated a bit in order to bring his good eye around to where he could see his crimson companion.

"First off, that's probably Celestia, and secondly, if she ever heard you call her the oldest thing on the planet, she'd probably turn you into a turnip."

"A turnip? That's an oddly particular threat. Ya sure she wouldn't go with a radish, maybe a potato, some other root veggie, why'd it be a turnip?"

"No idea. But, traditionally, when she uses her hoodoo, it almost always ends up with a few extra turnips then we had when we started."

Mac looked away, across the field, frowning.

"Huh. Ain't that strange. She especially like turnips, her favorite food or somethin?"

"No. Never actually seen her eat one, but-"

Mac cut him off, his voice betraying a bit of concern, and nodding towards the edge of the field.

"Hey, you see what I see? Down there, jus' came outta the trees?"

She broke out into the open, throwing her small frame through underbrush which clawed and scrapped at her orange flanks. She saw two shapes, little more then colored silhouettes at the far edge of the field, one blue, one red.

"Is that...yeah, that's Scootaloo. Dang, shes in some kinda hurry..."

Behemoth was already moving, heaving himself off the beleaguered fence and starting off down towards her. He'd seen that kind of headlong flight before. You only ever moved like that when you were running from something, and it was gaining. A sick feeling in his stomach told him what was coming seconds before three earth stallions smashed into the clearing hot on her trail.

"Behemoth, what the hell is..."

Mac's voice, barely raised, might as well have been a shout of dismay as far removed as it was from his normal timber. After a seconds hesitation, he charged down in the wake of his lighter friend, his eyes answering his own question.

Baying like wolves now that their prey was in sight, the three pursuers, bulky and thuggish brutes, pounded up, their longer strides eating distance quickly now that they were in the open.

Little Scootaloo could hear the roar of them, seemingly right on her, she swore she could feel their hot, rancid breath puffing against the nape of her neck. She made the mistake of looking back. One misstep was all it took, sending her tumbling hooves over head, carving a shallow trench through the fresh furrows, a twisted ankle forcing a sharp cry of pain through her exhaustion. She looked up as the sun disappeared, huge, heavy hooves blocking out the light as they swung down, an over head blow of such force that it'd snap her tiny body like a twig. She shut her eyes, pressing back against the warm earth and turning away from the terrible blow.

It never landed.

A few seconds passed, punctuated by a dull thump and a harshly sworn oath in a voice thick with pain. She opened her eyes, daring to look. Behemoth was in amongst them. He'd somehow twisted their charge, pulling it ninety degrees off course, their original prey completely forgotten, one was already reeling, nose bloody and eyes unfocused.

Time seemed to...stretch, to pull itself out and unfurl. Behemoth could see the dust and clods of earth kicked up by his landing, floating almost stationary in midair. He saw the perfect spheres of red, the spray of blood from a broken nose suspended, glittering like rubies in the noon sun. He smiled, but felt no humor or joy. Everything was running in slow motion, this was 'Fight Time', and it suited him just fine. The one in the lead swung at him, a crude, skill-less motion of pure, brute strength without finesse or the slightest hint of ability. It was trivially simple to avoid.

Scootaloo watched, awestruck by the way he moved. While not as big as Mac...no one was as big as Mac, but Behemoth was still massive, especially from her perspective. He flowed down and around the clubbing hoof, avoiding it entirely with the grace of a dancer, and was suddenly behind his attacker, in between the three of them. She couldn't believe that any pony could move like that. As she watched, mouth hanging open in awe that overrode the pain from her twisted ankle, the sun went away again, for the second time in seconds. The one bleeding spoke, voice thick and choked with pain and anger.

"Now you done fucked up, got yourself right in the middle of a whole lotta hur-"

Surrounded and seemingly trapped amidst them, the supposed precariousness of Behemoth's situation didn't last long. As his would be assailant launched into a predictable and poorly timed monologue, Mac, airborne still from the mighty leap that had cleared Scootaloo, smashed into the other two stallions with all the gentle, loving tenderness of a derailing freight train.

Suddenly finding himself alone, the apparent leader recoiled from the wickedly grinning one eyed figure, he staggered back, hoofs beating the earth in quick stamps, eyes wide and flickering from the apocalyptic struggle taking place behind him to the suddenly much more sinister blue form casually striding forward.

"Not so brave in a fair fight, eh? Where's all that courage you had when it was three on one, when you were brave enough to chase down a frightened filly?"

The panic in his eyes, in the jerkiness of his motions, was as much a telegraph of his intent as the attack was itself. Whether from the taunt, or simply from being overridden by the shock of having this turn on him so quickly, he threw himself at Behemoth with a animalistic, wordless cry. Behemoth sighed to himself.

"Bad idea."

Easily avoiding the wild swings, Behemoth slipped in under his opponents nonexistent guard. Deflecting a sloppily thrown hay maker, he chopped his hoof brutally across the exposed throat, staggering him away, cough and retching, trying to suck air in through a wind pipe no longer suited to the task. Behemoth followed in perfect tandem with his prey as it staggered, bowling the stumbling form over onto its back, legs cart wheeling ineffectually against the air.

With a meaty crack the sound of which made Scootaloo wince, a well placed hoof left her attacker cast limp in the billowing dust, sprawled in a fashion that made it questionable if he'd ever leave that position.

As the dust slowly settled, Behemoth took stock. With a glance to guarantee Mac's safety, confirmed by the image of the mountainous red stallion heaving himself from a mound of broken flesh with nary a scratch to show for his efforts, Behemoth crossed to the little orange filly, kneeling beside her.

"You're alright little one..."

Behemoth turned his head just enough to speak over his shoulder, but leave his good eye focused on the task at hoof.

"Mac, are the other two out of commission?"

"Eeeeyup."

"Excellent, get my bags please brother, my field kit should be in there."

Without the slightest nod to the damage he'd just caused, and in stark contrast to its brutality, he gingerly lifted and inspected her leg. Practiced and confident turns careful to avoid further injuring the swelling and bruised joint.

"Just a sprain, it'll take just a second to-"

Gasping, her little heart trying to thud its way clear of her rib cage, her response wasn't particularly eloquent.

"No...not...more...gotta...fast...help..."

"Hang on there, catch your breath, they're done, nothing more to worry about, you're just fine now."

Speaking quietly, soothingly, Behemoth wrapped her tiny leg up as skillfully as he had his own injures on more then a few occasions. His practice paying off to make the effort done in record time. Mac joined them, kneeling it the freshly tilled earth, watching Behemoth work, silently impressed, though he'd probably never admit it. He started, spinning to face them as he became aware of others approaching at high speed.

"Behemoth, there're more of em!!"

Mac cried out, moving quickly for a creature his size, putting himself in the path of the approaching group. Behemoth's head flicked up, quickly locking on and recognizing the new arrivals.

"It's ok Mac, I know these three."

Two Lunar Guard bat ponies in full armor skid to a halt, accompanied by a third figure, unlike anything Mac had ever seen. It was a crisp, dark, equine shape with no discernible features, not so much black as it was void, not so much a presence as he was a conspicuous lack of one. He didn't even cast a shadow...he WAS a shadow, a living, breathing shadow with the voice of an energetic young stallion.

"Sir, we saw the fight, is everything alright?"

Behemoth spoke, his attention already back to the work of taping up Scootaloo.

"She got you following me, does she Shade? Yes, everything is under control."

Finally catching her breath, Scootaloo managed to speak.

"N-no it's not, th...there are more...at...at the school!!"

The buck was the last thing he was expecting from the cheerful, unassuming school mare, and it struck him square in the jaw with such force that several of his teeth escaped as he smashed back into those coming through the breach behind him.

The quaint little red school house had been sundered, the blackened edges of timber jutting out like rotten teeth, smoke still billowing from the guttering flames caused by the savage magical blast that had rent the west facade wide open. The desks had been smashed against the opposite wall by the ferocity, their occupants huddled, bruised, bleeding and terrified behind Cherilee, against the blackboard.

A still, little pink leg buried in the smouldering rubble and a mangled silver tiara a tragic testament that not all of the little ones had had the chance to flee.

"Get out of here, this is a school!! I don't know what you're after but it's not here!"

Cheerilee stood her ground, arrayed against her were four large stallions, three pegasi and a unicorn. They held back, wary of being the first to incite her wrath and join the monstrous brute lying amidst the flat, white pegs of his own shattered teeth. A smaller form pushed his way through the group, stumbling a little on the shattered, smouldering timber. Once they recognized him, they quickly stepped aside in deference...or fear.

"Now, you see, you shouldn't of done that teach, this could've gone much better for you if you hadn't put up a fight."

Cherilee's frown deepened, the sickly yellow speaker seemed to be in charge, and appeared to be a unicorn, but his horn had been snapped off clean, leaving a slight, truncated nub jutting from his head. This nub began to glow, spitting and dripping with magical essence which burned the rubble in fat, sizzling drops. She stepped back, turning side on, putting the bulk of her body between the little ones and those wickedly flashing green eyes.

"Why are you doing this, these are just foals, they've done nothing to you, what kind of monster are you?"

He smiled as the sickly yellow light grew, eclipsing the orange and red flickering of the flames.

"Heh, I'm the kind of monster that just killed you."

Smashing at full speed through the trees, their two frames retracing exactly in reverse the path carved by three others a few short minutes before, Behemoth and Mac pounded on. Scootaloo, recently bandaged, clung for dear life to the slab muscled back of Big Mac as he powered on. Behemoth was just to his left, a strange, tear drop like metal shape strapped to his single full wing. He glanced over, catching her with his one good eye as he spoke.

"How many were there?"

"I dunno, seven, maybe eight, I didn't see. Everything was smoke an' fire an'...I...I had to get help...I just ran...I left Apple Bloom...Sweetie Belle..."

Scootaloo had to almost shout to be heard over the rushing wind, the pain, the guilt in her voice from leaving her friends was plain enough for Behemoth to hear.

"You did the right thing, little one, I know you didn't want to leave them, but you did the right thing going for help."

Rat face ignored the screams, the high pitched sobbing and cries for help. He stepped over to the gaping hole in the wall as the magical effluvium from his horn fizzled and faded away. The little school house creaked and moaned, and with the snap of dry timber like a gun shot, a chunk of the roof gave way, crashing down, casting up bright red and orange embers like fireflies. Cascading embers and dust couldn't quite obscure the sight of Behemoth and Big Mac charging uphill out of the trees. Rat face smiled.

"Took you long enough..."

Muttering to himself, Rat face then turned and spoke to his crew as they subdued the last of the foals.

"He's here. You know what to do. Be sure to take the white unicorn, and the one with the bow."

They bowed in reverence, starting to move before the swirling, stinking vortex of smoke that marked his teleportation had faded.

Mac and Behemoth came through the destroyed wall at a full gallop, plowing through the uneven footing, kicking up shattered smoldering timbers and each meeting an attacker head on. Mac faltered, in awe and aghast at the damage done as he dealt with his opponent, a pale green heavyset mare that came at him with a long, narrow blade clenched in her teeth, it's silver surface dulled by dust, ash...and blood.

"Apple Bloom!! Apple Bloom, where are ya?!"

Mac smashed the attacking mare aside as an after thought, clothes-lining her without breaking stride, and sending her sprawling away in a tumble of disjointed limbs, the knife clattering into the drifting ash, his eyes darting and searching in near panic in hope of finding some trace of the beribboned filly.

A scant few seconds through the breach, and a decade of ingrained training had over ridden Behemoth's perception. The ruination broken down and appraised with clinical detachment. A tiny pink leg, fragile as porcelain, twisted and buried in smoking rubble. Brightly colored drawings and craft projects crushed and burning. The air thick with the stink of magic, fire and fear.

The ominously still and broken shape that could only be Cheerilee, lying unmoving in a steaming crater where her desk and the black board used to be. His detachment, his analytic mind couldn't stand against the shock and pain. His blood rose, burning hot and thundering in his ears. Fury consumed him, roaring, pounding through his veins and staining his monocular vision the crimson of arterial spray. Sound faded, the snap and pop of burning timber, the shuddering crash of the collapsing structure...the sobs of the hurt and scared, so clear, so stabbing, were subsumed.

Three came to meet him. Three with families, hopes and dreams of their own.

He saw only targets.

He moved in silence, not crying out in fury, not howling his anger to the heavens. With a flick of his wing, the leaf shaped blade snapped out, the fire light reflecting from its razor honed edge. Without so much as a whisper, without breaking his measured, almost casual stride, he slashed the flat blade across the throat of the golden earth stallion who threw himself into Behemoths path, the buckled and blistered walls suddenly painted with a jet of arterial red.

They had attacked a school.

They had killed foals.

He tore into them without hesitation or mercy. He bit, he stomped, he bucked. Every part of him was a weapon, striking without restraint or concern for his own well being. He ceased to be a stallion, a friend, a brother. He was death given form. Fury with four legs and one, dark eye. All that mattered was that they die. As brutally, as savagely as possible.

Arteries were severed, flesh was sundered, bone was lain open to the air, stark white and glistening wet. Pleading, begging voices fell on ears too full of roaring blood to hear. Behemoth had done terrible, wicked things. Things that haunted his every waking moment, that clawed at him from the depths of every nightmare. But he had one rule, just one.

You never hurt a foal.

The sight of the school he knew so well smashed and broken...the little leg, so fragile and insubstantial, crushed in the rubble and ruin of an act so full of hate and malice that it defied reason, that the mind recoiled from it, refusing desperately to accept that which it knew was truth.

The gleaming steel slid along a flank, opening ribs to the air. A leg came off at the knee, it's owner tumbling, mouth twisted in a shriek of agony as he fell to the side, a shriek cut short as a downward thrust crushed into an eye socket, popping the orbit open with a sharp twist. He strode on through them.

Through all of this, he made not a sound. Even his breathing was level and steady. His eye dull, color flattened to aged copper, showing no flash of passion or recognition to the fact that he was drenched in hot blood, steaming off his midnight coat as his own threatened to burn him up from the inside out. That one eye fixed, seemingly unaware of the way each casual caress of Solstice's master piece ended a life.

A figure loomed in his path, emerging from a side room without warning. A blow smacked into Behemoth's jaw, splitting his flesh, tugging his head around, and mingling his blood with that which soaked him. For the first time, his vision focused on one of the schools attackers, his eye locking on without the faintest glimmer of emotion. For the first time, his relentless forward motion came to a temporary halt. The second swing was blocked, effortlessly turned aside. There wouldn't be a third.

He was young, a colt really, and his pale blue eyes widened. He tried to back away, tried to flee. What he saw in that one cycloptic eye was terrible enough to make him forget his righteous fervor, terrible enough to loosen his bowels.

With a wide sweep as gentle as a lover's caress, Behemoth severed the tendons in the back of both the colt's forelegs, causing them to snap back, folding in a way they were never meant to. Tumbling onto his back, he saw the flash of the blade as it came in. It split him open, tumbling fat, yellow, stinking ropes of intestine out onto the ash and splintered wood.

Dead, bronze eye locked onto pain racked blue. He finally stopped. The maelstrom of death finally paused. Just long enough to watch the light fade from the colt's eyes. Just long enough to watch shock fade to pain, fade to pleading, and, finally, to nothing, glassy and lifeless as a doll's eyes. As glassy and lifeless as his own, dead one. Only then did he move on.

Mac watched in speechless horror. Trying desperately to make reason of what he was seeing. There was no way that could be Behemoth. It wasn't possible. The bright eyed, hard working blue colt he grew up with wasn't the same creature as this. His friend, his brother, wasn't capable of what this...thing, was doing. Worried about his sister, furious and hurt and desperate to see her safe, but all that over whelmed and buried by the deep, primal fear he felt watching vibrant, living flesh collapse into hunks of meat.

It took him a moment to push past, to move up through the abattoir that the school had become. He caught up with Behemoth just as he reached the prostrate form of Cheerilee. They had waited.

Half a dozen pegasi, standing in the field behind the little red school house, clutching squirming, terrified forms to their chests. Half a dozen fillies and foals, held tight and captive. Both Sweetie Belle and Apple Bloom amongst them.

"NO!! YOU LET HER GO YA BASTARDS!!"

Mac had never moved as fast in his life as he did when his eyes met the pleading ones of his little sister. He moved as fast as a landslide, a feat he would never again match. His massive form eating distance in huge, lunging strides.

It wasn't fast enough. The one in the lead, clutching Sweetie Belle, smiled, and took to the air with a chuckle. Turning, the six rose, accompanied by the sobbing cries of frightened fillies. Mac roared with impotent rage as they escaped him. He watched them at a loss of what to do next, before remembering he wasn't alone.

He came back to Behemoth, who was standing curiously still over Cheerilee, staring down at her. Her eyes were open, fogged with pain. Her chest burned to raw skin, bubbled and blistered, one leg a blackened nub, she somehow still found the strength to speak, though her voice was raspy, thick with the blood filling her mouth. It was her words that held Behemoth so completely enthralled.

"You...did this...this is...your fault..."

She coughed, a sizable measure of blood coating her lips and chin.

"All you do...is bring...pain...death...all you are...is...is..."

Mac pulled Behemoths head around, breaking the spell and meeting that disturbingly vacant eye. The was no light in it. No life.

"B, c'mon now, you gotta get after them, go get em, bring Apple Bloom back!"

Behemoth blinked sedately, the blank look on his face not fading.

"Celestia damn you, snap outta it you bastard, we need you here!!"

He swung, smacking a monstrous hoof into the side of his oldest friends head. With a flutter and snap too quick for the eye to follow, Mac found himself eye to point with the blade that had ended so many lives, and so many more today. The metal a hairs breadth from his iris. A chill ran through Mac, a strange feeling of serenity. He was one wrong word, one errant twitch away from a violent death, and he knew it...his voice dropped into a slow, rumbling growl.

"You gonna kill me now, B? Are you that far gone?"

His head twitched, indicating the school teacher, gasping out her last.

"Is she right? Is that all you are...is that all that's left of you? If so, do it. Kill me. End

it now an stop me from carin anymore."

A lip twitched. An eye brightened from cold, dead copper to gleaming gold. With a snort and long, deep breath, life swam back into a blood soaked form. A wing and the blade it held fell.

"Mac, I...sorry, I..."

"Don't."

Mac cut him off, the edge in his voice brooking no dissent.

"Not now, they've got Bloom, you gotta go get er, bring her back to me, don't let those bastards take her!"

They moved together, Mac leading on, Behemoth stopped, hesitating once again over Cheerilee.

"Mac, we've gotta..."

Behemoth moved to help the horribly injured teacher, then started, moving off towards the still barely visible airborne shapes, then looked back to Cheerilee.

"Mac, what about-"

"Dammit B!! Go get the fillies!!! I'll see to her!! Go!! Now!!"

The swoosh-thump of a high speed landing put a pause on further conversation. Mac and Behemoth both reacted, spinning to confront the new arrival, relaxing after a second as they recognized the flashy prismatic mane and tale.

"Hey, Big Mac an...that guy, what's goin on, I saw smoke an..."

Her smile faded as she took in the carnage she'd stumbled onto. Mac pushed past her gently, appropriating Behemoth's bags in the process and moving to do what he could for Cheerilee...having to lift out of the way Scootaloo, who was sitting next to her beloved teacher, tears streaming down her tiny orange cheeks. Behemoth left Mac to it, pulling the befuddled cyan mare out back. Forcing her into flight.

"I'll explain as we go, get your ass in the air."

They climbed fast. As confused as she was, flight was something she'd never had issue with...mostly. As they punched through the accumulating cloud cover into the brilliantly bright blue sky, clinging grey vapor trailed off their wing tips and trailing hooves, tendrils of water seemingly trying to pull them back into the dark carpet. A reflex shiver ran thrilling up their spines, in part from the cold, in part from the never quite adapted to subconscious thrill of open flight. Momentarily blinded, it took a second for them to pick out six distant figures, their black cruciform shapes seemingly little more then grains of pepper against the endless, undulating grey tapestry that was the cloud layer. A silent bolt of lightning back lit the wave like shapes rolling past below them. Behemoth pointed, indicating the distant shapes, almost having to shout to be heard over the roaring wind.

"They attacked the school, and foalnapped some students, including Apple Bloom and Sweetie Belle, we are going to get them back."

"Foalnapped? FOALNAPPED?! THOSE DIRTY ROTTEN-"

Her countenance changed quickly from one of sleepy confusion to billowing anger, her sharp red eyes flashing with anger. Behemoth barely managed to catch her tail in his teeth as she tried to charge off after them. He spoke around clenched teeth.

"No. If you just charge in, you'll put the foals in danger, we need to do this sma-"

"No! Forget that, if the girls fall I can catch em, I did it with the Wonderbolts an Rarity, I can do it again!"

Behemoth brought her back to him with a firm tug, the force of which shocked those anger filled eyes open.

"Dammit mare, there are six of them! You think you can catch all of them?! And what if they decide not to drop them and just kill them, or turn and kill you, what then?!"

"No....no, they wouldn't. I mean, foal napping is one thing, but...killing a-"

Her righteous fervor was fading, doubt creeping into her voice, he no longer had to hold her back.

"You saw the school. I don't know why they're doing this, but whatever their reason, they're willing to kill for it. We do this my way, or I do it alone."

She shot him a look, part annoyance, part begrudging capitulation.

"Fine, ok, we try it your way, whats the plan?"

She shot out of the sun, blazing in from their five o'clock, the vapor trail 'V'ing off the leading edge of her pressure wave and the aeresolized water droplets behind her creating a prismatic trail in her wake. She was butting right against the edge of the sound barrier, and putting on a hell of a show. The foal nappers watched her soar past in startled confusion.

Apple Bloom, drawn in uncomfortably tight against the stinking belly of her kidnapper, eyes red and puffy from both tears and the buffeting high velocity wind, still recognized the aerial display, her heart leaping in her chest with hope.

"RAINBOW DASH, HELP US, YOU GOTTA HEL-"

She was silenced by a sharp blow from the grey/green stallion carrying her, hitting her behind the eye hard enough to flash her vision to white, and send her impractically large blow tumbling off into the sky, her now loose red hair snatched and streaming back like a comets corona.

Behemoth stayed low, skimming just within the cloud layer itself, rendering himself invisible for all intents and purposes, the only sign of his passing the distinctive pressure wake he trailed as clouds frothed and boiled, cavitating as surely as liquid would have. He was pushing himself forward with all the speed he could muster. It was barely enough to hold distance, there's no way he would catch them, unless...

He watched the rainbow wave break hard and turn, accelerating right towards the cluster, which had closed ranks at her appearance, flying almost wing tip to wing tip. Their chagrin and unsurity was obvious in how they flew. The didn't quite know whether to take her as a threat, or just some random show boater.

Her V shaped pressure wave condensed, sharpening back from her and narrowing. She accelerated hard, going super sonic just as she passed through the center of their group. The effect was as immediate as it was spectacular. The sudden blast of over pressure buffeted their close order forms like dinghies in a hurricane, two of them lost complete control, tumbling out of formation, plummeting almost to the cloud layer before managing to regain control. Dash had made a wondrous mess of things, bringing the escaping flight to a virtual standstill as they gathered their wits.

Behemoth ate the distance between them with all the speed he could muster, determined not to let this advantage go to waste. As he watched Dash bank around for a second pass, he felt a familiar buzzing tickle just behind his left ear. He knew what it meant before he heard her voice echoing through his head.

~Behemoth. Shade found me, I am at the school now, and Shade is on his way to you. I spoke with Dusk Shield, he will endeavor to send more support as quickly as possible.~

~First good news I've had all day, how is it down there?~

~It's...she is dying. I can stabilize her, but I am not a physician, I cannot...heal wounds of this magnitude. The doctors have yet to arrive. What about the young ones?~

Rainbow shot back in for a second pass, this time they were ready. They were armed, with blades either leg mounted or, in at least one case, with a clunky, half-assed knock-off of his own wing blade. She peeled out at the last second, a gleam of silver even visible from Behemoth's distance barely missing her chest. She pulled back to a safer distance. They were moving again, but not with anything approaching the same speed as before.

~I'm working on it. Don't let her die, Luna, she deserves better then that...~

He was closer now, close enough to start picking out the details of how they were armed, how they were behaving, and who they were carrying. He remained just below the cloud layer, skimming through the occasional upthrust of vapor, carefully adjusting his flight profile to be as hard to spot as possible. He was close enough now that he could put a little more effort into finesse, as opposed to simply catching up. While waiting for his back up, he let his mind slip back into analytical mode, searching for a weakness, a chink in the collective armor, a way into their group. He didn't have to watch for long.

Rainbow Dash hadn't let up. Once, maybe twice a minute she zoomed in closer, zipping along their flank, diving down out of the sun, or corkscrewing around them. She kept her distance, annoying them more then threatening them, which caused Behemoth to silently thank his lucky star for her restraint. Still, she dogged them mercilessly, forcing them to constantly watch and react. He had to grudgingly admit, she was better at this then he expected her to be. She wouldn't let them rest, would never get too close as to force them into doing something drastic with their hostages, and never came at them the same way twice.

Her constant harrying was playing its toll. The burnt orange stallion in the high, rear, right position of their little flotilla was loosing his cool. Each time she came in, he moved to meet her. With each pass, he was a little farther back from his compatriots, a little more separate, a little more isolated. He was the way in.

He would be the first one to die.

Senses keen and still ridding the adrenaline spike, he heard wing beats rising up from below and behind before he could see them. Two were the traditional, feathered beat of Pegasus wings, one was unique, with a rhythmic beating that sounded almost like the flap of tight tarpaulin, mixed with an almost subsonic, barely registered whistle-hum. It was the signature of Shade, his...different physicality making for a very distinctive sound in flight. Three shapes loomed out of the grayness, at first little more then vague shapes in the clouds darker then the rest, they swiftly resolved into tangibility, sliding into formation with him effortlessly.

"Good to see you, Shade. It seems you brought friends."

The other two were in the unmistakeable blue and gold of the Wonderbolts, not the flashy show suits, but the more logical and useful flight suits. It was one of them who spoke, a stallion with a close cropped dark mane, his companion, female with a shock of stark white billowing along her back, was silent.

"Good to see you too, Captain, it's been a while since we've seen you around Cloudsdale. We were on maneuvers around Hay West when the call came in from Captain Shield, sounded like you could use a helping hoof."

"I certainly could, Soarin, alright, here's the plan..."

"Get back down here you moron, she's baiting you out and you're going for it like a fucking idiot!"

The lead of the foalnappers, who called himself 'Knockout', was a broad faced grey-white speckled stallion with an oft broken nose, and the swagger and general aura of surliness oft found bludgeoning some pony in a back ally, yelled out to one of his team who had drifted farther and farther back as the continuous harassment by the Rainbow Bitch had continued. He was back and above, and angling even higher as if he'd finally decided to go after her. So focused on her, he didn't even respond.

Knockout had a second to realize something was wrong when a second shape materialized behind the orange brown bulk of 'Three Count'. The massive, steroid enhanced former pro wrestler who'd been forced into retirement after his chemical proclivities had made it into the papers, twisted oddly in the air, before dropping like a stone, his limp silhouette disappearing into the clouds before the other five could even think about responding. Knockout thought, but wasn't sure that he saw a second, dark form falling with him.

Behemoth flared hard, stopping the dead fall with a grunt of effort. He held the limp form of Three Count long enough for Soarin's wing pony to scoop up the crying, shivering foal, tucking the tiny form in against her chest. Behemoth let the dead weight drop, his blade slipping free from where it had been buried up at an angle into the base of the former wrestlers skull.

"Alright, that's one down..."

The next was taken during another of Rainbow Dash's dive bombing distractions. Knockout looked up for a few seconds, making sure she was pulling off again, and when he looked back, both Pugilina and the braided, glasses wearing filly she'd been carrying had simply disappeared.

"What the hell is going on here, where'd she go, any pony see where the hell she went?!"

A chorus of negative answers met his shouted question.

Behemoth handed off the second filly, this one with an ornate silver spoon on her flank and bent glasses somehow still perched on her nose, to Soarin.

"Good move, sir, but we're running out of time here."

It was Shade that spoke, and he pointed forward, drawing Behemoths attention the the massive, several thousand foot high anvil of the nearly black thunderhead they were approaching at speed. As they looked, it was lit from within by a series of staccato flashes.

"Dammit. Okay, I guess we're finishing this now. Shade with me, Soarin, you two be ready to catch the little ones as they fall."

"Ready and waiting, go get em chief."

A dark shape, so blue it was almost black, was just suddenly there, directly in Knockouts path. He reacted quickly to it's startling appearance, but by the time he had his hoof mounted blade up, it had moved passed him in a ballistic arc.

Behemoth had heaved himself up directly into their path, appearing just a few short yards in front. At the rate they were closing, he was through in the span of a second, three winged forms thundering past him, the turbulence of their passing buffeting him viciously. But now there were just three. Behemoth had to do little more then hold his blade out, and the thug

carrying Apple Bloom flew straight into it, meeting the razor keen gleam just under his chin. At the speed he was moving, it almost took his head clean off. He tumbled like a sack of potatoes, his neck turning to a terrible angle and streaming out a thick ribbon of crimson connecting him to where he'd just been. The blood seemingly hung in the air for a second, before collapsing down, following its owner and disappearing into the clouds. He was gone without a sound.

Knockout watched, stunned silent by this brutal display, he recovered as Behemoth started moving towards him.

"Kill him you fools, that's the one, get him!!"

As the last two foal nappers responded, turning to attack, Shade appeared with a pop of displaced air and a puff of ultra-violet purple/blue smoke. Little more then a dark motion blur, he met one of them at full speed, driving twinned blades up and into his chest, one to either side of the skinny little colt that had been abducted, and inside the rib cage. The force of the impact lifted and threw him back, canceling all forward momentum. The body, pinned like a mounted insect, shuddered and went limp.

The final captor, Cleaver, held a tiny, stick limbed, almost emaciated colt tightly to his chest with one hoof, the other leg acting as the haft of a heavy double bladed axe, custom built and bolted in place. It met and turned aside Behemoth's blade as he came on.

The wing blade was a work of art, precisely designed and exquisitely hoof made, it was a delicate instrument, more akin to a scalpel then a weapon of war. The weapon hefted by Cleaver, in contrast, was what you'd get if a sledge hammer and a battle axe had angry sex in an alley. It was massive, heavy, and, if Behemoth had been foolish enough to try and block it's path, would've shattered his blade like an egg shell. But, it's size and weight, while deadly, was also its greatest weakness. Or at least, it should have been.

Behemoth darted in, moving light and fast, quicker then the hammer-axe should've been able to counter, inside it's guard. He found it waiting for him. It bit along the left side of his head, glanced off his skull and carved away. Taking a hearty chunk of scalp and Behemoth's left ear with it.

Behemoth howled in pain, tumbling and reeling back from the concussive force of the blow that had been a few degrees off from splitting his skull like the rind of a watermelon. He was dazed, blood gushing from his head, soaking across his face and down his neck. The axe was already scything back in to finish the job, it's edge actually moaning as if the air itself were pained by it passage. Behemoth watched it close, the edge coming straight at his vision, nothing to stop it or turn it aside. He'd never admit to welcoming it, would deny ever feeling a bolt of anticipation as it bore down on him.

With a bright flash, the same purple-blue as the smoke marking his arrival had been, a bolt of magical energy smashed into that blade, snapping it clean along its face with a gong like a ringing bell, mangling the hoof it was attached to. The second blast, let loose as Shade slipped in front of Behemoth, hit Cleaver full in the face, burning and boiling away all flesh from the left side of his face, the eye on that side vanishing in a puff of steam. When the magic faded, half his skull was left exposed, charred flesh and burnt blood surrounding the bone white with a ring of brown-black. Shade gently lifted the stick legged colt away from the steaming corpse, just as it began to fall.

"Sir, are you alright?"

It took Behemoth a moment to find his voice, and a moment longer to ensure that no disappointment would register in it.

"I'm fine Shade, thanks. Now come on, we're not yet done."

Knockout carved through the cloud face in a steep dive, his wings almost folded flush as he used gravity to shed altitude as quickly as possible. The tiny white filly with the pink and purple mane sobbed and quaked in fear.

A fear Knockout shared. He'd seen pain, in his years working throughout Equestria as hired muscle, the goon had caused his fair share. He'd seen death, caused more then a little of that too. But that big, blue bastard...

He'd never seen killing like that. Never seen it so clinical, so...precise. As tough, as bastardly as Knockout was, seeing the brutes he'd personally recruited cut apart like that struck a tone of fear in him he hadn't felt in decades. He consoled himself, calming his nerves with the knowledge that his part in this was almost done. He could see the lighting split tree now that marked the end of this job. He could see the sickly yellow form waiting under it.

Behemoth landed at speed, slamming into the rich soil of the high, wind swept hill with hardly any thought of deceleration. Whistling twin thuds let him know that Shade and Rainbow Dash had followed him down, Soarin and the other Wonderbolt having peeled off back towards town, heavily laden with the little ones they'd rescued. All had been recovered.

All except Sweetie Belle.

The rat faced bastard, the one who had almost killed Derpy and who had nearly destroyed her home, smiled as Behemoth stalked forward, his grin wide, humor sparkling in his disturbingly green eyes.

"I was wondering how long you were going to be. I was just about to pass the time getting to know this little cutie better."

He leaned down, running his tongue along Sweetie Belles cheek, from her jaw up to her ear. She recoiled from it, trying to squirm away, whimpering in fear. A quiet *ttccchhhnnk* of oiled metal was plainly heard as the wing blade snapped into position.

"Let her go, you son of a bitch, and I promise I'll kill you quick and clean. You hurt her, and I swear to Luna, I will tear you apart."

He laughed, genuine mirth twinkling in his eyes, and he twisted the blade he held across her throat so that it caught the light.

"'Fraid not, Behemoth. You're not really in any position to make demands."

Shade and Dash had stepped up, flanking Behemoth. Dash's eye were full of anger, her body was literally shivering with rage. Shade was as mysterious as ever, his barely there shape standing stock still, a purple-blue glow slowly growing in the center of his head. An incandescent bolt of lightning split the sky, pounding into the ground as fat, heavy drops of rain started splashing down.

"You were warned, Captain, you were told to stay out of this, that this was bigger then you, beyond your ability to comprehend. You just wouldn't listen."

Behemoth took another step forward, his blade coming up, his head lowering, his one golden eye visible as a faint glimmer under a heavy brow. His voice was a growl.

"Enough of you're little speech, put her down and step away, or die."

He laughed again, his gaze never leaving Behemoth's.

"You brought this on them, I want you to know that. You're the reason these hicks are going to suffer and die. Their blood is on you, along with the blood of so many others...including little Sweetie here."

Behemoth surged forward and a blade flashed. Two vile green eyes disappeared into dirty yellow smoke, and a tiny little white filly collapsed to the ground, blood spraying from her opened throat. Behemoth dropped, scooping her up, his wings coming in, desperately trying to stop the flow of blood. Sweetie Belle, her eyes wide with pain and panic squirmed and thrashed, her mouth working to form words that made no sound.

Rainbow Dash reached his side, trying to help, Shade fired off a magical flare, the deep red of a distress locator...the deep red of the blood soaking the ground beneath Behemoth.

"Hang on Sweetie, hang on...oh honey, I know it hurts, you're-"

~So much blood.~

"You're gonna be okay, I promise, you're gonna-"

~Can't get the bleeding to stop...~

"Be just fine..."

~Behemoth, what happened?~

The voice of Luna sprang echoed through his head, her concern palapble.

~The bastard he...slit a fillies throat. Luna, I can't stop the bleeding, I need you here, now.~

~I can't leave, the doctors still haven't arrived, if I leave now, the teacher dies.~

~If you don't get here now Sweetie Belle dies!!~

~I...Behemoth, I...~

Her voice was thick, heavy with emotion.

"I can't make that choice, who lives, who dies...I don't want that power, I won't make that decision.~

Behemoth worked, his wings a blur, bright red blood welling out from between his feathers, Sweetie's complexion fading, the light draining from her eyes and the color from her body, she was turning pallid and grey...she was growing cold. Luna's voice, choked and breaking, whispered in his ear.

~Tell me who to save. Decide which lives. I...can't, Behemoth...you have to chose.~

20: Blood and Steel

The small, close set tiles were cool against Behemoth's forehead. Colored in muted, warm tones, they were obviously chosen for the supposed calming effect that such colors would have on the likely already nervous or stressed visitors this waiting room traditionally saw. It wasn't having the desired effect.

The room, spacious as it was, was packed. Every last seat was taken, and there was precious little standing room left. The Apple clan clustered in a corner, huddled protectively around the diminutive form of Apple Bloom. She'd been given a clean bill of health, the bruise behind her eye bandaged, she'd otherwise come through her ordeal unharmed. Physically, at any rate. She was sitting stock still, barely even acknowledging the murmurs and hushed questions of her hovering family, her eyes fixed, staring into the middle distance at something that wasn't there.

Behemoth knew that look all too well, and it pained him to see it in her eyes. It was the look of a innocent mind trying to comprehend it's first encounter with evil. The look of a child suddenly and inescapably confronted with the realization that the world wasn't as warm and loving as they'd thought. That real, true evil existed, and had taken interest.

Scootaloo was with them, Big Mac had pulled her into the family unit, weather by design or instinct putting himself between her and his family, and the main door.

A few feet down, the harmony girls, minus AJ, were clustered around Rarity. Quiet reassurances and an impressively long winded and detailed deposition of pony anatomy and modern medical techniques by Twilight having no visible effect on the distraught fashionista. She was slumped, eyes puffy and red, ringed by smudged make up, dark lines and trails of which ran down her cheeks, marring her immaculate white coat. Somehow, she still managed to be beautiful.

When she had arrived, she'd been consumed by a frenzy, shrieking for her little sister, it had taken Pinkie, Rainbow Dash and even a timely intervention by Big Mac to stop her from throwing herself through the swinging doors and into the surgery suites. She had pushed Mac back several paces, her adrenaline and fear induced strength frightening to behold, but he had bought enough time for Twilight, AJ and Fluttershy to get a hold on her. Now, she was sitting quietly, all cried out, and looking as if she'd just finished running a marathon, ragged and worn.

Behemoth took all this in in detail out of the corner of his vision, doing his best to avoid meeting the piercing green eyes that had been fixed on him over the frizzy red unrestrained mane of Apple Bloom. He knew a discussion about the darkness that Mac had seen in him earlier today was inevitable, but he was in no hurry to have it. His damn head hurt.

It was the prickling, tingling, burning, itching sensation he'd come to acquaint with the joys of a lost body part. The maddening and spastic nerve impulses as the brain refused to acknowledge that a part of its body was gone. Ghost limb syndrome, only this time, with an ear. He was glad for the diversion when the door leading farther into the hospital swung open and a doctor stepped out he didn't know, scrubs the generic pale, sea-foam green, and streaked with blood that had been haphazardly, but not quite completely wiped away.

Every head in the room swung to him, the background murmur of conversations dieing away as he made his way towards Rarity. One way or another, this marked the end of the evening. An innocent had died, and another had lived, and he had no desire to hear the details. Behemoth took advantage of this distraction and slipped out into the muggy night.

On the other side of town, across the stretches of streets as mournful as a funeral parlor, Derpy stepped out of the shower, humming happily with her frizzy mane swept up in a teetering and frankly slightly silly looking tower, wrapped in a faded blue towel. She was, not surprisingly, immune to the downcast pallor effecting the rest of town. She'd just got home from work, and after a quick shower, felt refreshed and invigorated. A sensation that departed all to quickly, as her bedroom door swung shut, and the figure that had been concealed behind stepped out, a cruel, wire thin smirk stretched like a meat wound across a narrow rodent face, under sickly, jaundiced yellow eyes.

"Hello there, cunt, remember me?"

The night was wet and heavy, moisture hanging in the air in a thin, motionless fog. It had rained for hours, a downpour that started right as the last blood fell, washing it away, finally abating just a few moments before. A graveyard silence hung over the town, the rain, or the events of this evening having chased everyone inside, the stretch of houses and shops were still, their bright colors and cheery facades diluted and dampened by the dark and the wet.

Behemoth trudged out into the street, wet cobbles clopping under hoof, more to get out from under the sharp angles of light cast from the hospital then with any destination in mind. His ear, or more accurately lack of an ear stung like a bastard as the humidity worked through the bandages. He stood there, slowly breathing the thick air, his eyes closed as he ran through the events of today for the umpteenth time, replaying each move, each strike, each second in his mind with picture perfect recollection. Even through his introspection, he heard the hospital doors swing open, and the splashing clack of approaching hoof falls. A throat was cleared as if to speak, but Behemoth preceded its words.

"I know what you're going to say, Mac. She's dead because of me. And you're right. It was my choice to make, and I made it. Weather I wanted to or not is immaterial. The choice fell to me and I made it. And now, Cheerilee is dead."

He shook his head slowly, his eyes closed. his shoulders sagged and his head drooped. Another life. Another death that shouldn't have been. Another choice he didn't want to make, but had.

"Cheerilee was right. I brought this madness back with me. It's not what I wanted, but 'want' never has counted for much."

He opened his eye, but didn't turn to face the presence he felt over his shoulder.

"She was right. If not about me, then at least about what I've done. It was terrible. Horrible. Monstrous. It was also completely necessary, Mac, you know that as well as-"

He stopped speaking as he turned, coming face to face not with his oldest friend, but instead to the slightly puzzled and more then slightly tired face of the doctor he'd seen inside. The wrong hoofed silence was broken as the doctor cleared his throat and spoke, his voice as tired as his face.

"I know you weren't speaking to me, Mr. Behemoth, but I'm afraid I have to disagree with you. You saved a lot of lives today. Half a dozen foals at least are home with their families tonight only because of those...'monstrous acts'."

The doctor stepped forward as he spoke, wiping fresh condensation from his glasses onto his scrubs as he came up to stand next to Behemoth.

"In addition, I can say with certainty, that little Sweetie Belle is still alive thanks to your quick actions. That's actually what I came out here to say, sir."

Behemoth let himself sag visibly at the news. The doctor continued.

"As far as the situation with Miss Cherilee...Cheerilee was...her injuries were...far too great. There was nothing we could do. Even if I'd had her in a surgical suite in minutes...I'm sorry, there was no way she was going to recover. I know you feel guilt for the choice that was left to you...or if not guilt, then at least responsibility, the concern that...maybe you made the wrong choice."

It might've been a trick of the light, but for a flash the doctors face changed, became...harder, more intense. He turned, catching the one golden eye.

"You didn't. You were faced with an impossible decision, sir, a decision I would wish on no living thing, and your decision saved a life."

"Sweetie Belle...she'll be in pain for several weeks, at least, and, honestly...she may never speak again...but she's alive. By all rights, she shouldn't be. Her trachea was completely severed, and there was a two millimeter nick in her left carotid artery, she'd have bled out in approximately two minutes, if someone there hadn't known how to recognize and triage an arterial breach...and that someone was you, so I've heard. You managed to suture an artery and reestablish airflow in the middle of a field, during a thunderstorm, using little more than a standard issue first aid kit."

Behemoth sighed, shaking his head, the dark locks of his mane, longer now then they'd been in years, swung beside his head.

"Yes, but, so many others, the things I did to those that..."

The doctor cut him off, his weary voice cutting through with a bit more steel then it had displayed thus far.

"As a medical professional, I cannot condone the damage you've done today. I cant even fathom it. I don't want to dwell too long on the thought that maybe...your efficiency at causing harm is somehow enhanced by some sort of medical training. The idea of that...misapplication of knowledge is...terrifying to consider. That you could know how to save lives, and cure pain, and use that skill to...do what you did."

He turned, starting back towards the bright yellow light of the hospital. He stopped one last time, with his hoof on the door, and spoke over his shoulder.

"But, as a father...as a father to a child who went to that school, who was taught by Cheerilee...all I can say is, Celestia bless you. You did Her work today, as bloody and terrible as it was, and the only thing I regret are that there aren't more like you in this world."

Behemoth had no idea how to respond, and was saved a fumbling attempt as the doors swung shut. As they did, latching with a quiet clack, Mac was suddenly there, having apparently slipped out, unnoticed, in the doctors wake. An impressive feat of stealth given his size.

He was leaning casually against the wet stone of the hospital exterior, legs crossed, dark green eyes half hooded in normal Mac fashion. He looked calm, casually disinterested. Until you saw the intensity in those eyes. His complacency was a ruse, a clever fabrication for those who would consider him little more then an illiterate rube. Behemoth didn't suffer from any such preconceptions. He knew that the mind behind those lidded eyes didn't belong to a simple farmer. He spoke quietly, calmly, the deep thrum of his voice barely carrying the distance. He picked up the conversation that had been intended for him .

"What you did today, B, it was...prolly the worst thing I've ever seen. Never in all my years heard a living thing make the sounds that colt made as you cut at him."

Behemoth stepped towards him a few paces, closing the distance so they wouldn't be hollering this conversation across an open street.

"Mac, what you-"

"Shut up, B."

There was no anger, no heat in those words, but they also brooked no dissent. It was obvious Mac wasn't done talking.

"There's...somethin...wrong in you, B. Somethin black and twisted. Ah don know what it is, or where it came from, but I've seen glimmers n hints of it since you first came home."

He slowly shook his ponderous head.

"I just didn't know how...powerful that darkness was until today. You've managed to control it, to use it for...well...if not good, then at least for doin whats right."

He effortlessly pushed his massive, powerful form off the wall with an ease not common to his size, and stepped closer to his midnight blue companion.

"But how much longer is that gonna last? How long til you have a...fit, like that that you can't control. You were half a second from turnin on me tonight, what if it's AJ, or Fluttershy...what if it's lil Derpy that tries to stop you next time?"

"Mac, I'd never hurt them, never hurt you-"

"That's just the thing, B, YOU would never hurt them. YOU would never hurt AJ, or Derpy, or me."

He took another step forward, out from under the overhang and into the rain slicked street.

"But that wasn't you. You, weren't callin the shots today at the school. Whatever...Beast that was, whatever madness took you, how do you know you'll be able to stop it next time? Cuz we both know, there's gonna be a next time."

"The past thirteen years, I dunno what you've done, don't know where you learned to do the things you've done. I don't know because you won't damn well tell me. I wanna help you, wanna pull you back from this, but I can't help with what I don't know."

"Mac, I've told you all about my time in the-"

"No. You've told me bits an pieces, little things and all about the quiet stretches. But there are holes, great big glaring tracts of time that you wont say a peep about."

With a sharp shake of his head that brought a new bolt of focusing pain, Behemoth replied.

"Trust me, brother, you don't want to know. There are...things I've done. There's no forgiving them. Things I cant forget."

"Then why would you-"

"Because they needed to be done. They had to be. As...horrible, vile and unforgivable as they were, they needed doing."

"Why you then, huh? Why'd it have to be you doin those things?"

For the first time in what seemed to be ages, Behemoth smiled. It was not at all reassuring. There was no warmth or joy in the twist of those muscles. It was a look of resignation, of poorly disguised pain.

"If not me, then who? It had to be me, because I'm the only one who CAN do what needs doing. Others...don't have the stomach, or the knowledge or the...will, to do the things you saw today, and much worse besides. What I did might not be right, might not be on even the same plane of existence as right...but it was what was necessary. It needed doing, and I did it."

"Yeah, but-"

"No, Mac. No buts. Look at what they did. The school, the foals...Cheerilee. Gentle and kind Cherilee. The sweetest, most loving mare I...or you, have ever met. Didn't have a mean or uncaring bone in her body, and they killed her, blew her apart for...I can't even imagine why. No. I don't regret what I've done, not here and not before. I regret that there are those who are stupid enough to give me reason to do what I do, but I don't regret the doing. I'll sleep tonight, Mac, knowing full well that I did what was required. What was...needed."

Little more then a silhouette against the dark wetness, Behemoth's tone softened as he continued.

"I'm not seeking absolution, I'm not looking for forgiveness or understanding, brother, not even from you. All I want is...peace. I accept what I've done and the necessity of it, and if I had the chance to do it all again...I'd do it all again. I'm not trying to change what was, only what will be. I want to move on from this, and live my remaining years, however many or few they may be, in peace."

Mac's eyes widened, and he slowly shook his head. He took a step backwards, and looked away. When he spoke again, he was no longer able to meet Behemoth's eye. Behemoth's dull, copper eye.

"No remorse...you really don feel anything, after all that..."

He glanced back, out of the corner of an eye, one green again meeting one burnished copper. Both doing an admirable job of disguising the pain they each knew was there. It was Mac who had the last words.

"You saved Apple Bloom. You saved Sweetie an the rest. You ain't as far gone as you think, B. There's still a road back for you, still a life that ain't about death. You can come back from this, if you try."

He walked back to the hospital door, hesitating with a hoof on the handle just as the doctor had, he spoke his last without turning back.

"You can be better, you can beat this darkness. I don't believe the good in you is dead, not yet, but you gotta want to come back. You gotta start down that road yourself, no on else can take that first step."

With a clack that echoed through the empty streets like a cannon shot, Behemoth was, again, left alone in the night. He spoke to himself, putting thoughts to words for his own benefit, in a whisper even he could barely hear.

"Maybe...maybe you're right, brother. Maybe there is still another way to be. Maybe it isn't too late, maybe I can still-"

Mocking laughter, barely heard, interrupted the faint hope of hope. A voice not quite his, but more familiar then not, crawled up, oozing from the dark depths and recesses of his mind.

~No...there is no hope. No change. Love, peace, family, friendship...these aren't for us. These are not what we are.~

"Shut up."

While the 'other' voice clawed and scratched against the back of his eyes, for only he to hear, Behemoth's words were spoken out loud.

~We can't fight it, and shouldn't fight it. Those trivialities aren't what our life is about, no, we are a much simpler beast then that.~

"No. That's not the way it has to be."

~Steel and blood. That's all we are, that's all our life is...steel and blood.~

"I won't believe that."

~Steel and blood.~

"No, I-"

~Steel and blood.~

"Shut up, Luna damn you!"

~Steel and blood. Steel and blood. Steel and bloodandsteelandbloodandsteelandbloodandsteelandbloodand-~

A buzzing tickle just behind the ear that wasn't there anymore snapped him out of his introspection. A third voice joined the choir in his mind, luminescent and beautiful where the other was sickly and twisted.

~Get home, now!! They're coming, they're-~

The connection was cut. That had never happened before. The sudden...emptiness hit him like a sledge hammer to the sternum, he reeled, physically staggered by the snapped link. Blood trickled from nose, eye and ear. He was moving, staggering, before the screaming sensation of hollowness had even begun to abate.

Before he'd fully found his hooves, the night disappeared. Quick as a blink, the inky blackness was gone, driven into sharp edged black spears shooting back from every tree, fence post and building. Light, bright as a second sun, bloomed from the direction of town, a flash that shocked the retinas with fuzzy after images with every blink. For half a second that seemed like an hour, there was no sound, no fury, just light.

The the fury hit.

With a roaring, seismic rumble, windows shattered and cobbles buckled. Trees, heavy and sodden with caught moisture, creaked and moaned against the unnatural assault. The flash and rumble shared an epicenter, and as Behemoth stumbled and skittered, almost slipping on wet stones no longer level, his throat clenched and his stomach was heavy as lead. As the darkness reestablished itself, sending the unwelcome light retreating back towards its origin, Behemoth kept pace with the silent tidal wave of black. Within his mind, something cackled with glee.

Fire. Burning so hot and so high it was visible over the roofs and in brief glimpses of bright orange from streets away. The flames were staining the sky a dirty orange-brown, thick chugs of smoke obscuring the stars behind.

Panicked mares and stallions, running blind from the explosive fury behind them, stampeded past Behemoth. He shoved his way through their retreating forms, and out onto the street which fronted his and Derpy's home. The street wasn't there any more. A shallow crater, wider in diameter then the street itself, had been blown into the surface. It reached down beyond the roadbed and topsoil, the explosive force finally expended against the dark grey bedrock, which had been bubbled and melted by the assault.

A glittering sea of shattered glass coated the buckled and twisted ground. Every window, lamp and light post for a hundred yards in every direction had been shattered by the brutal pressure wave, leaving the ground sparkling, burning. Each of a million million tiny mirrors catching and reflecting back the orange fury of the spreading flames. Coating the earth like snowflakes of fire.

Preceded by a sub-vocal groan, the entire street facing of the house across from Derpy's slid off, smashing into the street. The soot stained and burning facade adding its considerable cacophony to the already monstrous din of shrieks, cries, and the cracking roar of flame. Bodies were scattered, some intact, most not. Here, a limp form hanging halfway out a second story window, its mane flowing in the sucking pull that fanned the flames, the billowing strands themselves alight and burning. There, a splattered mess, akin to what might be left after stamping on a tomato, only this tomato had had bones, cracked and broken white spikes jutting up from the mush.

Behemoth took all this in in passing, his strategists mind taking stock of every singular image of death and horror, and for the second time that day, locked down and fought back the hatred that welled within him. His focus was such, that over the calamitous roar of the flames and the cries of pain and terror, he picked out the clang and scrape, the clatter and clash, the grunts and swears of a pitched battle, obscured from him by a mountain of flaming debris and the lip of the crater that was deep enough that ground water was starting to well into its bottom, mixing and swirling with the thick, dripping splatters of magical essence left behind from the psychotic fury of the blast.. He turned, galloping towards the sounds of joined battle without breaking stride.

Two Lunar Guards, as well as the aptly named Shade had been left to watch over Derpy and her home as other events unfolded. As Behemoth sped into the attacking group from behind, he saw both Guards were already down. One, at least, was very dead, a massive wound of twisted and melted cartilage and tissue in his throat and a widening puddle of blood left no doubt as to that. The blood was catching and reflecting the flames, appearing almost to be liquid fire itself. The other was down and still, but no wound was obvious.

Shade, a crisp cut shadow in defiance of the flashing light and fury around him, was holding the door way alone. Head down and wings flared, the tips of which flashed back distorted light, with a twisting gleam like that off an oil slick, his dark wing blades twisting the firelight that found them. His armor, made of the same dully reflective metal, was pitted and scored, playing mute
testimony to the fury of his stand, but it, like Shade himself, was holding.

Caught between the immovable object of Shade's defiance, and the implacable advance of Behemoths charge, the half dozen foes trying to force their way through the shattered door didn't stand a chance. Behemoth's unexpected, bone jarring impact propelled two of them forward, hit from behind with enough force to take them clean off their hooves. With a graceful twirl, One of shades blades swept across a throat, nearly taking his head clean off as his momentum tumbled his corpse past Shade, slamming into the side of Derpy's flaming home.

The other was transfixed, his motion stopped dead as a gleaming blade caught him in mid air. Pinned like an insect, the attacker went twitched and danced, as its final remaining nerve impulses jerked and faded. The perfectly weilded metal had popped his left eye, punching through the thin bone at the back of the socket and into the brain just behind. He was dead before his brain could register what had happened. Before he let that body fall, Shade had moved on, spinning past its rag doll frame and opening a sternum with a flash of steel.

In the span of a few short seconds, six more bodies had joined those already lying, six lives stamped out on less time that it takes to describe. Clear of opponents for a moment, Shade sagged, still standing but slumping a bit. Behemoth noticed the trickle of jet black fluid oozing from under Shades armor.

"Kid, you're hurt-"

"It's nothing sir, just a-"

Interrupted by a bestial roar, they turned to face a new attacker charging out of an alley a few dozen paces up the shattered road. Grey and spotted white, this latest arrival was howling like a banshee, wildly swinging a framing hammer around his head with jagged blurts of barely focused magical energy. The speckles of spittle-foam adorning his face, and the wide, unfocused manic gleam in his eyes betraying the fact that he was on something distinctly narcotic, probably hallucinogenic. He was pounding over the shattered cobbles at them as Behemoth and Shade formed up, shoulder to shoulder. He didn't make it to them.

With the distinctive tang of ozone and a sudden sucking pop, Dusk Shield appeared in front of Shade and Behemoth, directly in the path of the blind charge. The over pressure of his arrival pulling and twisting the billowing smoke into spirals and whorls, clearing the air for a few yards, for a few seconds, before the smoke and fury could reestablish itself. Before it could, barely a second after his arrival, Dusk met the charge head on.

With a flicker of motion the eye couldn't quite follow, Dusk simply wasn't where he had been any longer. He'd...blinked is the closest word, blinked two feet to his left, and met the charger across the neck with an extended leg. He'd spun into it, putting his back into countering the blind rush. He stopped the much larger stallion dead in his tracks, sweeping him first up off his front legs, then off all four. His motion, smooth, practiced and fluid, continued. With a sickening crack audible over all the other noise and fury, the base of his skull and back of his neck met the cobbles first, the entire weight of his body bearing down on that small stretch of vulnerable flesh.

He hung there for a moment, his body contorted and folded over, his body forming a crude question mark, the point of which was his head, as if his broken physical form was wondering what had just happened. After a few seconds of precarious balance, he slowly slumped to the side with a whisper of his final breath.

Dusk glanced back, over his shoulder, a barely suppressed grin and a jovial twinkle in his eye made almost manic, almost psychotic by the way they caught the fire light.

"Bad manners, colts, starting the fun without me, taught you better'n that."

He squared up, setting himself to face the direction the last abbreviated attack had come from.

"Shade, with me. We'll hold em here. Behemoth, get inside, see to The Princess and your sister."

His instructions punctuated by a keening howl, reverberating from the flame and smoke choked valley of houses. It was an unnatural, ghostly wail, almost lupine in nature, and made the hair on the back of their necks stand up, an inadvertent shiver running down their spines from the trick of acoustics.

"You sure you two can handle this? Sounds like a lot of them..."

Dusk's reply came as Shade formed up next to him, legs wide, wings out, head down, ready and motionless. Another wail, closer, deeper, shaving off into separate voices above the roar of flame. Six. A dozen. Twenty. More. They poured around the head of the street, flowing like a flash flood, roaring their fury as the cobbles rattled in the face of their stampede. Dusk smiled.

"Go. We've got this."

With a final, hesitant glance, Behemoth turned, pushing his way through the charred and shattered door and into his last home. Dusk's horn, the grey of a building storm, flared and glowed, driving back the dark and the smoke with blinding, clean light. Hidden catches built along the spine of his guard armor snapped open with metallic clicks, four, eight, a dozen. Out of each slid a perfect and flawless shard of gleaming steel.

Ten inches long, and just over an inch at their widest point. Elongated diamonds, all blades and keen edges, they moved in tandem, orbiting his head like planets around a sun. Twinkling in the fire light. As one, they ceased, snapping out flat along his line of sight, each singling one out of the oncoming horde, each making adjustments of fractions of a millimeter, sighting in on soft spots, eyes, throats, the space between ribs, with laser precision.

"Alright. Lets dance."

Behemoth staggered, the heat was a physical thing, battering at him with every step. The immolation was complete. Thick, wavering tongues of flame leapt from every surface, waved gaily from curtains and table tops, danced up the banister rail, ate through walls and floors. Mane and tail singed and curled, patches of fur burned clean away in a second by a casual caress of the prolific flames. He fought down the boiling, bile black sickness that welled in his mind at the sight of everything he'd fought for going up in flames. Through monumental will, he forced down the screaming red that tried to burrow out from behind his eyes, he maintained his choke hold on control. Just.

The light and fury was complete, no dark corners or shadowed recesses remained, every inch of every room was lit by flickering radiance. The only signs of darkness were harsh physical things, silhouettes of life and motion, four of them, at the top of the stairs.

Luna, standing opposed by three attackers. She was holding them at the second floor landing, her back to the bedrooms, keeping them at bay even as the home burned around them. A hissing, roaring crash as a section of ceiling gave way, annihilating the living room under several tons of flaming structural timber was the given sound track of this madness. The home groaned like a beast gasping its last, and with a sound like a cannon shot, a crack wide enough to put a hoof in opened along the entire length of the east wall. Flames licked out of this rent the second it opened. The fire was in the walls.

Gasping from the heat, choking and coughing from the smoke and ash, Behemoth cried out.

"Luna!!!"

The tallest of the four, lithe and graceful, snapped her head to look at him, startled turquoise eyes, beautiful even now, met his gold over the roaring hell between them. It was a momentary distraction. A moment was all the cultists needed to make the worst decision of their lives.

One of the three darted forward, catching the lunar princess across the cheek with a blow powerful enough to split it open along her regally high jaw line. A single, pure, glimmering drop of blood fell from her split cheek. Her eyes never left Behemoth, never wavered or flinched. He watched them change.

The form at the top of the stairs, long legged and sensual, changed. It grew, taking on a size all the more intimidating by the fact that it kept its terrible, terrifying beauty. Tall to begin with, now the peak of her head brushed along the ceiling, the dancing and lustrous mane darkening. It didn't burn where that sparkling carpet met flame, the flame was snuffed out, the dark, lustrous billow sapping away the heat and light. Beyond all logic, a cold wind blew through the home, causing Behemoth to shiver. Shadows, in lines and tendrils, snaked out of the deep hiding places the flame had sent them into, trailing across the room, coalescing around Her.

He watched that eye, watched as the pupil narrowed to a vertical slit, watched the light, the life, and the ever present hint of pain drain from it, replaced with a seething hatred, a deep seated madness and a fury that made the flames seem almost trivial by comparison. She smiled, lips curling back, exposing gleaming white, razor sharp teeth. A serpentine tongue flicked out between those twin rows of razors, lapping the thin trail of crimson off of her cheek, a brief flare of magical light and the wound had vanished.

Slowly, lazily, she rolled her vision back to those who had attacked her. Her laughter started low, barely heard over the flames, it grew steadily, reaching crescendo as a cackling roar that shook the home to its sundering foundation.

A glow grew around her, a swirling orb of force smothering flames, sucking floating ash and smoke into its vortex, and pulsing into a luminescent shield in front of her. The first magical pulse staggered them back, discharging with a sub-vocal *thooom!!* which stripped the wall paper from the entire upstairs hall, casting it after them like confetti, and sliced their flesh apart in dozens of small cuts. Before they could regain their balance to attack again or flee, the second wave hit.

The second pulse flayed even inch of skin from their frames, splattering it against the wall behind them in clumps and wet sheets, sizzling from the force of impact. Blood was everywhere, bare muscle moved, exposed to the air, and a high pitched, multi voiced shriek of agony and terror drowned out all other sounds. All others except Her laughter. Their collective cry way a thing awful beyond words, a wail of such extreme, unyielding agony that made it clear that there was nothing else in their universe any longer but the pain. It was not Behemoth's first time hearing that sound, yet it still turned his stomach as he looked on, mute and powerless.

The third pulse, seeming to take its time, as if she relished in their cries, burned away their flesh to the core, cooked it away to drift on the pulse like vapor thin wisps of burnt paper. Some unnatural force kept their stripped and scorched bones upright, as immaculate and clean as a doctors display, until the fourth pulse hit. Drywall and structural timber buckled and bent, a perfectly round corridor of desolation blasted down the hall, carving walls, floor and ceiling, and reducing the banister to shattered splinters and the dancing bones to swirling powder. The force of that final blast blew out the second floor wall at the end of the hall, propelling a cyclone of debris out into the sickly orange night.

For a few seconds, there was silence, the ever present flames, the cracked and split water pipes in the smashed walls, gushing like a hemorrhaging wound, the snap and crackle of live wires exposed by her magical fury. All of these things carried on without a whisper, as her eyes swung back and found him once more.

Behemoth was passingly aware of his hooves leaving the ground as he was drawn up to her, floating through wreathes of ash and fire as her magic manipulated him. Slamming him up against the wall at the head of the stairs with force enough to buckle the drywall and pop several of his stitches, she leaned in, razor teeth still gleaming in a rictus grin. Her whisper was cold and heavy, as cold as her breath against his neck as she leaned farther, her lips almost touching his intact ear.

"I know you, Beast..."

Her massive, armored head dipped, and her felt as well as heard her take a long, deep intake of breath, felt her muzzle at his neck as she sniffed deeply.

"And I know the darkness you carry. I can smell it's ancient presence burrowed into your heart...and another...my other...ohhhh, how deliciously tragic, three shredded souls, one shredded body..."

She leaned back, looking him in the eye, that manic smile steady as stone. The fire raged around them, the home squealing and crashing, the fire roaring, ravenously consuming everything it touched, the whole structure shuddered and groaned, the floor dropping several inches as a support beam was finally burned through, she paid it no mind.

"Let it out, Beast. Release the dark passenger you carry. Give in to it's urges, let it free...the exquisite terror, the glorious death it will bring will be...mmm...orgiastic..."

"Release it. Let go. Relish in the dark, terrible beauty you are capable of, live up to your potential, Beast."

She kissed him savagely, brutally. He felt the razor sharp shape of her teeth shoved against his mouth, tasted copper as they drew blood, blood which the serpentine and prehensile tongue lapped up eagerly. She pulled back.

"Luna."

His voice was choked to a harsh rasp by the ash and heat, as well as the magical pressure against his throat, but the words were clear.

"Luna. I know you're in there. Come back to me, beautiful. Don't lose yourself to this, not again."

Her pupils wavered and shivered, snapping back and forth between sinister verticality and their more traditional radiance. Luna's voice was caught between with the rest, wavering between the threatening timber of Nightmare and the more lovely and dulcet tones of herself as she fought it's hold.

"B-Behemoth, I...what is...ooohh...gods..."

Her recovery was stymied by the crash and rumble of three more cultists smashing their way into what was left of the first floor from outside. Her eye snapped back, the Nightmare retook control. With an annoyed growl and a casual blip of magic, she cast him aside with enough force to send him cartwheeling through the flame wreathed hole her previous display had created. She turned to face the new threat. The last Behemoth saw of her was a weeping hole tearing open in reality, a crackling orb of unnatural dark, swirling as a maelstrom around her, swallowing the light.

Rat Face stepped back, rancid breath like a compost heap coming in gasps. A grey pegasus mare, bruised and bloody from where she'd done her damnedest to fight back, was crumpled into a heap below the large second floor window. She was sobbing silently, pushing herself against the space below the window sill to get away from him. Smoke filled the room like a thick fog, and the far off crash and rumble as the house entered its death throes was diminished by the closed door to a background groan. The floor, close set wooden boards back-lit from below by vertical shafts of orange light shining up between the slats, shifted and dropped under her belly.

"Well...heh heh..."

Rat Face spoke, coughing a bit as the thickening smoke kept him from catching his breath.

"Well, that was fun...well, for me at least."

He stepped back to her, she recoiled, trying to scoot away, but there was nowhere to go. He reached down, grabbing a hank of her fizzy blond mane and yanking her tear streaked face out of the corner she'd been trying to bury it in. A squeak of pain forced out of her by his brutality.

"Funs over though, time to get to work. Ya see, you're gonna be a message, a message that's best sent when your bastard of a brother finds you dead and raped in his very own home."

He shoved her head back, smacking it into the window sill as his nub of a horn began to glow and drip with unfocused magical energy.

"It's nothing personal, ya know...but now you gotta di-"

A flicker of movement beyond the window caught his attention. A fraction of a second later, it exploded, shards of glass and splinters of broken wood slashing into the room just over Derpy's prostrate form. The last thing Rat Face saw, filled with fury and madness, an anger beyond the ability of words to portray, was a single golden eye.

21: Choices

"Wake up."

The voice was quiet, yet insistent. It wasn't angry, or rushed. Betrayed no sense of urgency, demand or passion. It simply was. That made it all the more terrifying.

"Open your eyes."

He tried to ignore it, try to dig deeper into the dark corners of his mind and escape that damned implacable voice.

"I'm not going to repeat myself."

Still, he tried to hide, to avoid opening his eyes and confronting the voice he recognized. The speaker, however, seemed to have run out of patience. Faintly, he heard the unmistakeable scrape of metal on metal, then the world of darkness behind his lids exploded into blinding light. A deafening roar pounded through his ears, drowning out all other sound save a high pitched whine.

Slowly, the whine faded, and equally slowly, the blinding light resolved itself into sight. The first image than swam into focus was a face with close set, beady eyes the same filmy yellow at the coat surrounding them. The eyes flicked and jumped, darting back and forth in surprise, or fear. It took him a few moments to realize he was looking at his own reflection. A blue wing with black pinions came in from the side of his vision, tilting the swivel mounted circular mirror up, bringing a second figure into view.

"Almost done here, and I didn't want you to sleep through this. Lesson one. I speak, you listen. I order, you obey."

He recognized this figure as well, the large blue and black stallion that had been the focus of his life for more then six months. Tall, imposingly so, with the muscular build of someone used to wearing guard armor, scarred, one eye gone and a fifth of one wing ending in scar tissue. The marks of a long, wearing decade.

"Y-you..."

His voice was cracked and came out strangled, his mouth was dry and tacky, as if he'd slept for a long time with his mouth wide open. Behemoth was working over his head, and as more and more situational awareness trickled back into Rat Face, he came to realize that he was laid back, strapped down across legs, stomach, chest and even by a thick band across his forehead, above which, just out of sight, Behemoth was just wrapping up.

"There we are, much better."

A gleaming stainless steel device, that looked for all the world like a wide, shallow, overly complex ice cream scoop swept by across his vision. He followed it with his eyes as it moved, watching as it was upturned and some grey, fibrous and slimy wet substance was poured from it into a small bowl on a wheeled cart next to his head, the unrecognizable lump accompanied by a small amount of viscous, clear fluid. With exquisite care, Behemoth deposited the metal instrument in a tall, wide mouthed glass jar full about three quarters of the way with clear liquid, which was stained with just the slightest bit of pink. As it splashed, the scent of sterilizing alcohol wafted over to him.

"Now we can speak without having to worry about any interruptions."

"What...what was..."

"Oh, this?"

Behemoth nudged the bowl, eliciting a metallic clink and a faint liquid sloshing.

"Not really surprised you didn't recognize it. Not many would. That, my good fellow, is your Tertio Oculus Nervi Racemus."

His brow furrowed, a look of panicky confusion spreading across his face, the rat tried to speak again.

"My...my what?"

Behemoth smiled. A genuine, happy grin that brought a twinkle to his eye.

"Of course, its technical name wouldn't mean a thing to you. Let me translate. This..."

He reached over, retrieving the bowl, and bringing it over so that, even while restrained, Rat Face could see the grey glob.

"Is your third eye nerve cluster."

"What...third eye...what the fuck are you talking about?!"

He voice was returning, and it's increasing clarity made his building panic all the more obvious.

Behemoths smile faded slowly, all emotion drained away, leaving a blank slate. Dull, lifeless eyes, like a dolls eyes, reflecting back a twisted and warped version of the world.

"Illiterate foal. Fine, I'll put this as monosyllabically as possible. This is the primary nerve cluster that controls your ability to access and control magic. "

His agitation grew with the volume of his voice. Behemoth's motions, always the pinnacle of restraint and self control, became erratic.

"I can't believe this. Are you truly this ignorant? There are maybe...three beings on this entire forsaken planet that could do what I've just done. Maybe three who could surgically remove a primary nerve bundle without leaving the subject a drooling, catatonic vegetable shitting itself, or flat out dead!!!"

He spun, sweeping aside the stands and perfectly ordered trays of surgical instruments with a shattering crash, the clatter of metal tools and the tinkling of shattered glass echoing throughout the confined space.

"THREE, YOU INSIPID PEON, THREE!!"

He upended the entire rolling cart, hurling it halfway across the room, the jar of sterilization alcohol exploded, filling the room with its acrid stink.

"AND THEY WOULDN'T!! THEY WOULDN'T HAVE THE COURAGE TO EVEN TRY!!!!"

Behemoth swept back, half climbing onto the table, a wickedly curved blade grasped in his intact wing, trembling from fury. His eye was wide, distorted with madness. As he leaned down, Rat Face could feel the fever heat of Behemoth's fury radiating off of him. The voice dropped suddenly to a harsh whisper, Behemoth's lips almost pressing against his ear.

"It is art. A perfect, flawless display of surgical skill. A beautiful symphony played in flesh with the blade as my instrument. No less stunning then the works of Bach, Beethooven, or Octavia."

The trembling of the blade came to a slow cease, returning to its rock steady hold. Behemoth's rapid, almost panting breaths slowed to a more sedate rhythm. A trickle of bright red blood ran down Rat Faces neck from where the razor honed metal had pressed against his throat.

"But no. Of course you wouldn't understand that."

He leapt off the table, landing with a grace seemingly belied by his size. His voice had changed, again, suddenly and without warning. Now, he was cheerful, bright eyed and grinning. But there was something off in that eye, something wrong with that grin. A barely perceived current of darkness, running just below the surface of that glassy, copper eye.

"Of course not, you've no reason too."

He started to move about the room, drifting in and out of Rat Face's vision, fading in and out of the surrounding shadows like a grim spectre. His voice, calm and maybe even a little amused, billowed out of the dark, tumbling slowly through the air.

"Tell me, are you familiar at all with the works of Shan Yu?"

It took the restrained a few moments to find his voice. The sudden change of topic and disposition catching him off guard. His cotton dry throat struggled to form words, and he was forced to lick his lips and swallow repeatedly before he could reply.

"Sh...Shan...who?"

A light chuckle met his question, flowing from the darkness on the other side of the room from which it had last issued.

"Shan Yu. Thought of himself as a sort of...warrior poet. Wrote many volumes delving into many topics not precisely fit for polite dinner table discussion. War. Torture. The limits of equine endurance, both mental and physical. Just how far a mind or body could be pushed before it would, inevitably, break."

Behemoth let this sink in, silence filling the room the measure of which Rat Face still couldn't appraise, and spoke again from behind the table, over his head.

"Shan Yu said, 'Live with a stallion for forty years. Share his house, his meals, and speak with him on every subject. Then tie him up, and hold him over the volcano's edge, and on that day you will finally meet his true self."

Starting with the faintest glimmer of caught and reflected light, dancing and spinning, Behemoth welled out of the shadows at the foot of the table, fully in Rat Faces restrained line of sight. The glimmer was a blade, twirling and spinning through the pinions of a wing obviously accustomed to such dexterity.

"Now, I don't happen to have a volcano handy, so instead, we'll make use of this,-"

The blade stopped, held casually in a confident grip.

"- and together, you and I will go on a journey of discovery. We will travel the length of your endurance, show you pain and horror your mind wont even be able to comprehend, and then, finally, meet your true self."

Rat Face laughed. It was an ugly, hollow sound, not at all conveying the sense of confidence and bravado he'd been trying to display. The cold sweat that had appeared on his brow and the quick, darting, rodent like movements of his eyes a clear indication of his growing fear, no matter how he tried to cover it.

"Please. Don't try to sell me that garbage. You and I both know that Celestia, who's glory and voice drowns out all others, would never let you practice torture and interrogation like that."

Behemoth nodded enthusiastically. The amused smile he'd been wearing since emerging from the shadows stretching into a full blown grin.

"Yes, normally, you'd be right. Under normal circumstances, the sanction to perform anything beyond a basic verbal interrogation would take weeks, in some cases months in order to acquire, but, you see, these aren't normal circumstances, you and those foals you commanded saw to that."

His faux confidence drained away, leaving the jittery fear and trembling uncertainty of a situation that was changing too quickly for his limited mental faculties to keep pace.

"Wh-what do you mean, we didn't...I didn't..."

"Oh, don't be so modest.. You destroyed the school, destroyed my home, killed Cherilee..."

Behemoth's own smile faded, the contours of his face dropping and panning out, becoming as flat and lifeless as the eye they contained.

"Raped my little sister. Any one of those things alone would've been enough to convince me to come after you, and damned be the consequences, but you made it so much simpler. Your minions inside, the ones running interference for you in my home...they struck Princess Luna."

Rat Face's stomach dropped through the floor, all color drained from his face, adding a pallor of pale illness to his already sickly complexion.

"Oh yes. They struck royalty."

Slowly, crawling back across his face inch by slow inch, Behemoth's smile returned.

"They never could have hurt her, and were foolish to even try, but that doesn't matter. The simple fact that they were stupid enough to strike, gave me complete and total sanction to break you, to punish you in any method I can imagine...and I assure you, this isn't my...first jaunt down this road, and that I have quite the...inventive, imagination."

"C'mon, you don't wanna do that. You're a farmer now, you don't wanna do that shit to me..."

"Yesterday, you would've been right. Yesterday, there was nothing in my life I wanted to avoid more then this table..."

Gently, almost lovingly, he ran a wing tip over the pristine white velvet, caressing each precision tool in turn nestled as they were, each in their own little pocket.

"-these tools...it's amazing how quickly things change."

The table held Behemoth's attention, and he stood stock still in silent contemplation for a span of time immeasurable in the madness he had created, when he finally spoke again, his voice was softer, quieter, yet somehow still carried the breadth of the space. His eye never wavering from the table as he spoke the next.

"I'm tired, tired of running, tired of hiding what I really am. You see, this is what I do, this is what I've always been good at, and I'm not going to run from it anymore. You, are going to die. Horribly, slowly, and screaming. You will tell me everything I want to know, and, heh, everything else, just to make the pain stop. And it won't. Not until I chose to let it."

The blade still dancing through his grip, Behemoth returned to cleaning and repairing the destruction his earlier fit of rage had caused.

"Ok, I get it, your mad, what we did was... it was wrong, I see that now, we should've just left you alone. Listen, I'll tell you whatever you wanna know, just...let me go, you just gotta untie me, and I promise, I'll tell you whatever you wanna know."

His rapid fire, pleading delivery drew an amused chuckle from Behemoth as he cleaned.

"You know, it'd be so much simpler if I could believe you, and I'd like too, sure."

He ceased his cleaning endeavors and rose back into sight, a wet and slightly stained rag at hoof.

"I'd like to believe that anything you'd tell me wouldn't be a complete ration of shit, sure, I'd like to believe that..."

He leaned over the immobile form, which nonetheless tried to draw back from him, as if trying to squirm into the table itself.

"But I cant. You see, you'd say anything right now to avoid what you think is coming, and the reality that is so, so much worse. You'd say anything, blame anyone, and that's not what I want."

"What do you want? Name it, I've got connections, our orders came from way up, I can get you whatever you want-"

"Stop talking."

"But you wanted me to talk, I'm talking, what do you-"

"If you don't shut up, I'll be forced to hard gag you, and I'd really rather avoid that. You see, that presents a whole set of its own risks. A gag too tight might choke you, leave you drowning in your own spittle...no, I cant let you get out of this that easily."

He went back to work, this last revelation leaving Rat Face in momentary shocked silence.

"Unfortunately, talk as you might, right now I wouldn't be able to believe a word you said, you could tell me the sky is blue, and I'd have to double check just to be certain. No, we're going to have to get past the dishonesty ingrained into every facet of your being, it'll be...two or three days, I think, before I can trust a word you say..."

The restrained found his voice.

"You're not serious, you can't do this, you fucking hear me?! YOU CAN'T DO THIS, YOU KNOW WHO I ANSWER TO, ASSHOLE, YOU KNOW WHO SENT M-"

He was silenced as the stained rag, smelling and tasting strongly of cleaning agents, was shoved into his mouth, and quickly bound tight with a second wrapped around the back of his skull.

"I warned you, didn't I? I warned you to stop talking out of turn...now, where was I...oh yes."

Rat Face shot him a wicked glare, equal parts impotent fury and terror building almost to the point of bubbling over. Behemoth continued.

"You know, it's an interesting task, interrogation. Talk to anyone of the exactly five specialists in this field employed by the crown, and you'll find that every single one has their own preferred methods, their own way of doing things. Subtle differences of technique and temperament can have significant effects on both the quality and quantity of information received."

With a grunt of exertion, he righted the heavy wheeled cart that had been spun and tumbled across the room, replacing the instruments on its surface with deliberate, exacting precision.

"At the end of the day, however, there are basically three broad techniques, tried and tested over the centuries to do what we do."

"The first, and most common by far, is the application of serums, unguents, and other chemical based persuasive's. The appeal of this approach is that it is clean, clinical, and get results, in most cases, with a minimum of...long term deleterious effects."

Blade after blade, instruments beyond definition or explanation returned to their place on the cart barely within the periphery of Rat Face's vision, the sonorous voice of Behemoth rumbling from outside his cone of vision as he continued straightening up.

"They have their downsides, however. Chemical persuasion is...inconsistent. Certain groups train their agents to resist those techniques, and, as with any chemical effect, it's effectiveness can vary drastically from individual to individual, in some cases, going so far as a complete biological immunity to commonly employed serums."

With a sloshing gurgle and the scent of strong alcohol, a new jar was filled with sterilization fluid and replaced the one that had been shattered.

"Or, even worse, you could prove to be allergic to one of the components, and go into anaphylactic shock and die before any useful information could be gleaned. Now that, that'd just...well, I just couldn't risk that."

Behemoth leaned back against the table, the fact that, under his added weight it remained motionless a silent testament to the strength of its construction. The steady, fluid motion of the blade held in his wingtip almost hypnotic as he spoke.

"Another option would be the usage of psychological assault, techniques that, while not inflicting any physical trauma, break down and wear away ones mental resilience. Sleep deprivation, sensory deprivation or overload, water-boarding, and other psychologically traumatic, yet, physically harmless, interrogation techniques."

The blade stopped its geometric twirling, held still so its perfect, flawless surface caught the harsh overhead light and reflected it into a single bright bar that met Behemoth's dead eye, adding a pupil of brilliant luminescence to the milky white orb.

"But, those methods have a similar set of drawbacks to the chemicals. They can be resisted, they can be fought back against and take weeks upon weeks to bear fruit, if they ever do. Then there's the threat of irreparable psychological destruction that would unfortunately leave you in a vegetative state, impossible to get information from. As before, that possibility just isn't an acceptable risk."

He heaved himself off the table, and turned to face Rat Face again, his head haloed in brilliant light by the single overhead fluorescent bulb.

"Which leaves us with option three, my specialty. Physical persuasion. Now, to the uninitiated, it's of course known by a plethora of names, torture, being one of the more common, but that's a cheap, insulting term that pales to represent the skill, the training needed to do the things I do. No...medieval brute in a black hood with a sconce of hot pokers could do what I do, no, this takes medical precision and knowledge on par with the greatest surgeons of our time, paired with the patience, dexterity and steady hooves of a veteran watch maker. As I said before, it really is an art."

He turned away, replacing the blade, and pulling from the table a device of inexplicable construction, which strapped over his intact wing, and ended in a single, incredibly thin needle probe over a foot in length, a hum of live electrical power could be heard from the device, as it shifted and twitched with nearly microscopic adjustments.

"For instance, this, and, you're really gonna wanna hold still for this..."

With a sudden jolt of motion, the prod met the side of his head, behind the eye where the bone was thinnest. It gave way with a cracking pop Rat Face felt as well as heard. There was a prick of pain, but no worse then a booster shot. The electrical whine spooled up, grew louder, and then dispersed with a sizzle pop. Then he felt nothing from the miniscule puncture at all, his head just felt, strangely...cold.

"You see, when the body experiences enough pain, suffers enough damage, the brain will, as a defense mechanism, shut the body down, put it into a protective coma. An ingenious little bit of evolution that the mind can trigger to try and shelter itself from such ravages. My genius knowledge of neuroscience, a mastery of anatomy, and an unwavering wing skill just let me neutralize that little function with the application of a low voltage, short duration electrical shock. Now, no matter what I do to you...no matter how...wonderful the things I do to you will be, and I assure you, they will, you'll be awake and aware, for every. Single. Second."

He leaned back, a smile of immense pride displaying seemingly every tooth in his head. The electrical probe was returned to the table, and replaced with a long handled scalpel, with a long, delicately curved blade.

"See? I told you it'd be impressive. Now, lets begin in earnest, you won't be needing that anymore, besides, I like to enjoy the unmuffled fruits of my labors."

Behemoth leaned forward, bringing the blade down to flesh...then hesitated.

"I want you to understand, you have only yourself to blame for this. You CHOSE to attack my family. You CHOSE to attack the school. You CHOSE to kill Cherilee. A series of deliberate choices is what led you to my table, choices you could have walked away from at any time. You could have chosen to not destroy lives and happiness, and avoided this entirely. But you didn't. Now, there are two choices left to you, just two left in the full scope of your life, and as with those that came before, you have full control over them. One, is how many days it takes for me to finally let you die, and two, is how many pieces you are in when I finally CHOSE to let you."

The gag was removed, and Behemoth set to work.

Outside, standing silent vigil beyond the fire gutted remains of the Ponyville schoolhouse, two Lunar Guards glanced to each other uneasily, out of the corner of their eyes. They were veterans, had seen and heard, and in some cases, done, terrible things. But they'd never heard any living thing make sounds of anguish and pain like those that echoed out from within the flame blackened structure.

They remained motionless, all except their eyes, stoic in their duty, as the plastic sheeting covering the damage fluttered and flapped in the faint wind of this sunny, beautiful day, and the screams drew out longer then any being should have breath enough to issue them.

22: Last Gasp

"You know, I never wanted to be a Guard."

Behemoth's voice was calm and clear, resounding through the plastic wrapped ruin, the clarity of his words in conflict only with the steady drip of liquid into liquid, and the barely heard clink and clatter of swaying steel chains.

"Oh, sure, there was the time as a colt when the excitement and heroism of that life appealed to me, back when I was...seven, maybe eight, and I thought it would be all...fighting dragons and saving the princess...but I'm sure most foals go through that stage..."

He spoke from the corner of the room, standing over an expansive, recently installed stainless steel sink. The metal on metal clink and muted clatter could barely be heard over the quiet rush of cool, running water. He was slowly, methodically cleaning his tools, the utilitarian plastic apron and face shield sat nearby, dewed and glistening with the remnants of water as they air dried.

"Hell, even you probably had those same fantasizes, am I right?"

He was answered by a barely audible shuddering moan, and the implacable drip, drip, drip.

"Of course you did."

He shut off the water and stretched, a long, leisurely motion, his back arching, wings flaring, legs out to their extremes, he let out a satisfied grunt as fit and toned muscles flexed to their limits. He turned to face his conversational partner, leaning back against the sink as he continued to speak.

"There is still some...grandeur, some pride in that life, don't get me wrong, I have nothing but respect for those who choose that life...or have it chosen for them. It just never appealed to me, not really. You know what did? Go on, guess."

A smile spread slowly across his face, not a grin of joy or excitement, but the look a predator might have when it knows it's cornered its prey. His eyes were locked on his adversary with all the gentle compassion of weapon sights. The faint clink of metal could be heard as the figure stirred. It made a noise, wet, slippery and inarticulate, it wasn't words as much as sound, vaguely portraying a negative.

"Wrong! A doctor. I always, from the time I was just out of diapers, wanted to go into medicine. To be a surgeon, specifically."

He slowly strode across the room, moving with unhurried, casual steps.

"Now, I know what you're gonna say, that only uni's can be surgeons, that you've gotta have magic to be that precise, but, heh, I guess you know first hoof that that isn't quite right, eh?"

Another smile.

"The equine form always fascinated me. Muscles, tendons, bones, arteries and veins and nerves. The hidden complexity of our form, the intricate and unfathomable design of what we are...amazing, simply amazing. You know, I mapped my first circulatory system, my own, when I was just eight years old, sealed my first ruptured artery before I hit a decade, how's that for impressive?"

Another non committal whimpering moan. The continued steady dripping. Behemoth reached up, flicking on the over head lights which came to life with the telltale low hum of florescent's. Their harsh, clinical glare casting around the other form present, finally bringing him into the light.

The form, at first, was unrecognizable for what it truly was. Looking at it in passing, one might mistake its general form as that of a massively over sized flower, half a dozen equal and perfectly identical tissue thin petals, so delicate that pink tinged light glowed through them, framing a central stalk. That mistake of identification wouldn't last long however, before one noticed that this stalk, gleaming wet and red, had a distinctly equine shape.

Rat Face, terrorist, murderer, rapist, had been peeled. His skin flayed from its subcutaneous tissues with an impossible to imagine level of care and skill. Six perfect and identical triangular strips of flesh, starting at the crest of his head, had been peeled back, folded over themselves and held down and out, speared and held taught, each by a delicately worked hook of silver, which in turn joined a length of industrial chain, clinking and tinkling up into the dark recesses of the ceiling, holding those dripping petals in that floral form. His face and throat were the only remaining patches of skin left north of his exposed rib cage, that flesh left specifically and deliberately pristine.

Nothing must interfere with his ability to speak. His ability to scream.

Two much larger and less ornate hooks through the meat of his shoulders held him aloft, his hooves dangling limply. They marked the only damage to the underlying meat. The skinning had been done without flaw, leaving a perfect medical model of what lay beneath. The brilliant red of exposed muscle, the gleaming white of ligaments and tendons, the criss crossing circulatory tapestry of vein and artery, visible, and still functioning, beating and pulsing with the life that still flowed through their intact membranes.

The grim tableau was accompanied by a gleaming tray, circular and wide, spreading beyond even the outer reaches of his petals, full with a shimmering mirror of bright red, broken by the steady drip, drip, drip, and the ripples they caused. It's wide rim carved with intricate runes and indecipherable sigils, which pulsed a dull fire orange with each drip of blood. It was a tool from a darker time, for this specific purpose.

Enchanted by the most powerful magicians of it's era, an era stricken from every history, deleted from every weathered tome, an era specifically cast aside in a desperate, and futile attempt to deny that it ever existed. It captured every drop of blood to hit its mirror smooth surface and transferred it back into it's host. This gleaming, arcane tray ensuring that the punished wouldn't be granted an early reprieve due to blood loss.

Behemoth stood still for a moment, head tilted to one side, the ghost of a smile just passing over his lips. He stood there in silence, for what may have been minutes, drinking in the details of his labor.

"You know, you might be the pinnacle of my craft. Yes, you are the most beautiful thing I have created. So far, at any rate. Take pride in knowing that. Revel in the perfect beauty I have given you. Thirty six others have felt my skill before you, that's thirty six faces I remember in exquisite detail. With, and without skin. Congratulations on being lucky number thirty seven."

He moved away to a low, modular shelf pushed against the wall, his movement accompanied by the faint fluttering of the tomb of plastic that encircled the room. Preceded by a soft crackle and hiss, beautiful, slow music slowly filled the room. The singular quality and mastery of skill produced by a single instrument.

"Octavia. Her first major public performance. Suite number one, Bach. She played her way into a fourteen minute standing ovation, and two encore performances. Every note perfect and beautiful. A masterpiece. I watched this performance from fifteen feet away, I was standing post as a rookie, guarding backstage, you see...I've never heard anything in my life so beautiful."

As the music, as heavy and delicious as thick cream filled the room, Behemoth's eyes closed, and a smile of serenity bordering on ecstasy slowly blossomed across his face. Starting slowly with barely a twitch, the blade he held began to move in pantomime of the smooth, deliberate motions of the bow that had created this wondrous art. He didn't speak again, until the several second break between prelude and allermande.

"Now...it's time for me to continue my own masterpiece."

As the music rose and swelled, a second melody came up in competition, discordant and jarring, the sobbing screams still somehow melded with the timeless music. The gleaming blade moving with all the surety, skill and speed of Octavia's bow.

Though she'd never admit it, not even to herself, she was sore.

It was a sensation most wouldn't believe she was still, if ever, capable of feeling, but the truth was, the exertion of her...transformation, had left her dangerously drained. It had been a long and maddeningly solitary decade of centuries since the last time she'd slipped like that. Since the last time her fury and its accompanying madness...and power, had consumed her so completely. Deep in thought, she absent mindedly rubbed the faint bruise that discolored her cheek, the only physical trace of the blow that had unleashed her true power, however briefly.

The Apple family, had, without a moments hesitation, out of either friendship or gratitude for saving little Applebloom, offered shelter to Derpy and Behemoth in the aftermath of the destruction of their home. Derpy had been bundled off into the main house, where she shared Applejack's room, sequestered and locked away, hidden from the world after the brutality and violation she had suffered. AJ, kind and strong and confident, was at a loss as to help the grey mare with the golden mane. What the naively cheerful and always smiling mail-mare had endured was terrible on a level she couldn't comprehend, and was a challenge she had no idea how to fix.

Luna, who hadn't returned to Canterlot in weeks, was included in that generosity, and while the hastily removed from storage couch she was now reclining on was lumpy and moth eaten, it was factors of magnitude more comfortable then any she had encountered in the royal city. She'd come to know it's every bulge and heap in the several moonless nights since the attack. A stretch of time she'd spent wavering into and out of a near comatose state, sleeping, sometimes, twenty hours a day as she sought to recover her strength.

There were only two ways to hasten this process, one wicked and unthinkable, a parasitic crime she'd sworn never to commit again...and the other...well, the other...

The reverberating thump of hooves on the porch and the quiet hum of voices told her that he was home. The words that were exchanged were little more then a low drone, any specifics impossible to discern. After the events of three days past, subtlety had stopped being a concern. The Apple family farm was now alive with a full platoon of Lunar Guards, in full combat armor and armed to the teeth. They'd failed once in their primary task, harm, trivial though it may be, had come to their charge. It would not be allowed to happen again.

`The voices outside rose and fell, always staying just below the limit of comprehension. After several moments, a booming, unmistakable laugh erased any final lingering doubt as to who had arrived. The screen door opened with a squealing rasp, the heavy wood of the main door following suite. Silhouetted for a moment in the streaming bright afternoon light, a familiar shadow form coalesced out of the brilliance.

As her eyes, always more accustomed to the darkness, adapted to this sudden surge of bright, the first detail to emerge from the inky black of his form was a wide mouthed, gleaming white grin. Behemoth stepped over the threshold, letting the door sweep shut behind him with a dull thud. Now, in a more subdued light, that grin was easier to read. It was the unmistakable grin of a being without a care in the world, a look of happiness and contentment without subtext of pain or weariness. It was a look she'd never before seen on his face. A look at home on a filly, not a grizzled veteran who'd just spent the last several hours carving into living flesh.

Luna had seen much in her many centuries. Death and destruction on a scale unimaginable to mere mortals. She'd watched as tens of thousands died screaming on the battlefield of a single day. She'd watched the earth itself open like a jagged maw and swallow entire cities. She'd personally ordered, and in many cases, carried out the deaths of more faces then she could ever hope to remember. Still, that look, on his face, with the first hand knowledge of the seething, writhing dark mass of madness and hatred that roared and battered, barely restrained behind the mirrored wall within his shattered psyche, that look sent a chill up her spine. It truly, genuinely frightened her, for the first time since her return from banishment, and many, many years before.

"Ahh, hello there my dear, how are we feeling this lovely afternoon?"

His voice was a shocking departure from the grin, low and rolling, smooth, baritone, and predatory to match the dead pallor of his single eye, darkened now almost to brown, its traditional luster and life seemingly completely erased. The effect was completed by a vapor-fine spray of crimson that shot up his neck and up the cheek under the milky orb of his dead eye. A microscopically fine misting of blood, all but invisible, until the sunlight caught and reflected the tiny pearls of liquid like a hundred thousand rubies.

Taking in the full details of his form, so drastically different from his norm, the changes all the more disturbing by how subtle and easily missed they would be for most. But then, most couldn't move through his mind at will. She could...but shied away from that deep connection. There was something very, very wrong in him, and she dared not look too closely at it, for fear she might recognize it's darkness from her own. She suppressed a shudder, eyes never leaving his, searching for a spark of life that wasn't there, silently hoping for a glimpse, for a hint that he was still in there, that he hadn't been lost completely.

It was a futile search.

It took her several seconds to find the words, and to be certain that the wary, nervy tremor she felt didn't find its way into her voice. She wouldn't let her suspicions visibly rattle her calm demeanor.

"Better. Slowly better. It will take some time yet for me to regain my strength, as I'm sure you know."

"Yes...yes of course..."

His words were quiet and perfectly spoken, but something in their inflection gave them an almost hissing, serpentine tone, it made the hair on the back of her neck stand on end. He moved to the sink as he spoke, gliding through the room with effortless, delicate care, even the light seemed not to be disturbed by his passing, as if he weren't really there.

"You've taken, what? Five, six of my Guard today? They just don't have the...heh...juice you need. At this rate it'll be weeks before you've recovered from your...display."

She looked away, from him, tearing her gaze away as he sedately rinsed the fine mist of blood from his coat.

"Yes, well, true as that may be, there is another way, with your help, I could-"

"Yes, you are very right my dear, there is another way. A way that you could regain all of your diminished glory, a way for you to become more potent then you have since you spent a thousand years in your celestial prison..."

He turned slightly, just enough so that the pale, milky orb of his dead eye caught hers, as if it could still see. This time, the grin matched the dark sparkle in his dead eye. She knew where he was going with his subtle hint, what dark path he'd gone down with that suggestion.

"That magic is forbidden, and for good reason! That kind of evil, that kind of...of...parasitic theft, it's unnatural, its a crime against-"

A low, rolling chuckle cut her off mid sentence, and he leisurely turned to face her fully, bringing that amused smirk back into sight.

"Forbidden, you say. Unnatural. Kind of like...oh, say...pulling a soul back from the afterlife, and forcing it's torn and shredded spectral from back into an equally torn and shredded corpse? Do you mean forbidden like that? Unnatural like that?"

He came back across the room towards her, the light, horizontal slats of late afternoon orange beamed across the room through half closed vertical blinds, rolling across his form as it slowly, fluidly and leisurely moved to her. She saw something...off about his form, something not quite right that she just couldn't put her hoof on.

"Because, I'll tell you what darling, and you can take my word for it..."

All humor drained from his face as his smirk faded like vapor. All emotion went with it. His face was left a featureless mask. Devoid of life.

"That...little trick, from the receiving end...that stunt felt pretty damned forbidden. Pretty fucking unnatural to me, and that didn't slow you down one bit."

"This is...what you suggest, its...completely different, I...I saved you, I brought you-"

Behemoth exploded into sudden booming laughter, rolling peals of mirth whose sudden bursts would've made a lesser mare flinch and draw back. Luna didn't so much as blink. The unexpected eruption was enough to cause the Guards flanking the door to open it and peer in. They appraised the situation in silence for a second or two, long enough to see that Luna was in no danger, then, quietly, with just the faintest squeak of hinges, the door shut, leaving the two shadow forms once again alone.

"Oh, my dear, you misunderstand! You think I'm angry for what you did. That I bear you some ill will for bringing me back. Oh, my lovely stellar goddess, no. No, no, no. I thank you for what you did. Even with all it's..."

A slight frown crossed his face, flowing quickly into a toothy smile as his search for the right word bore fruit.

"...side effects. I wasn't done living yet, you see. I wasn't ready to die, regardless of just how determined that barn sized bastard was to snuff me out, I still had much, so, so much to do."

"Then why?"

"Why what? Why would I bring that up?"

He moved back into the kitchen, from cupboard to sink to stove, speaking as he bustled.

"Because it's the perfect example. The perfect segue. It was magic that has been outlawed for centuries. Ancient, dark, and wonderfully, beautifully POTENT. Powerful on a level that hasn't been seen in a millennia."

As a range top gas burner hissed and popped to life, he leaned back against the counter, turning to face her form, motionless except those miles deep turquoise eyes that tracked his every slightest motion. He read the guarded caution in her beautiful eyes. It pleased him that he could still have that effect on her.

"But you used it anyway. Used it and damned be the consequences. Correct me if I'm wrong, but the outlawing of those magics...that was done by your sister, during your banishment, wasn't it?"

Finally, she spoke.

"Yes. It was. She decided that that kind of power was unsuitable for Her...Our, Empire. That the power to control the ebbs and flows of life itself was a power too prone to be abused and misused."

"Exactly! Exactly my point."

The tea kettle began to moan beside him, a building, puffing rush that evolved into a wail before he pulled it from the burner. He poured two mugs...then stopped, fore hooves on the counter, his back to her. The flickering yellow flame had caught him in its trance. When his spoken again, his voice had changed. Dropping once again it's veneer of cheerful energy. His words carried no emotion as his eye reflected the flames.

"She did that to control you, you know."

That statement, simple and direct, caught her off guard.

"Wh-what?"

"She knew that you had studied that school of magic, that you were the single most talented and powerful practitioner of those arts that has ever lived. She knew that, and outlawed them to keep you under control. To keep you obedient. To weaken you and keep herself in prominence. "

"Don't be ridiculous, she and I are equals, I am no more subservient to her than-"

"Equals. No. Maybe once, but not any more. You see, she uses your guilt, your sadness over events antiquated to the point of myth to maintain her dominance. She knows, that when you are both at peak, that you could stand her down, that you could match her blow for blow, strength for strength, and she can't have that. She accepts her true form, she embraces her full power, while using masterful manipulation of your conscience to drive a wedge in you, separating you into a more...controllable, form."

"How could you...no. No, that's not the way it is, Behemoth. She would never..."

Her voice was losing some of it's surety, her resolution starting to sound hollow even to her ears. She looked away from him, to the floor as these thoughts that she'd tried so hard to ignore in her own mind, were spoken by another. He continued.

"She has twisted you, broken you down, and there is only one way you'll ever redress that cruel imbalance."

He turned again, and came back over to her one more time, a wing tip wrapped around each steaming mug. He spoke quietly, his voice dropping in octave with every step he came closer, when they were face to face, it was little more then a whisper.

"Embrace the Darkness."

Slowly, her gaze traveled back up to meet his. She couldn't...wouldn't quite grasp what he was suggesting. He made sure there was no chance to misinterpret.

"I can feel it in you, the raw, unbelievable power. I saw you use it, as the house burned around you, I watched you flay alive the fool that dared strike you, watched as you took him apart, blasting his constituent atoms into the void of nothingness. It was beautiful...you, were beautiful."

He set her mug on the table, and moved to her, sipping his own.

"More beautiful then I have ever seen. You were darkly radiant, like an inverted sun, brilliant, powerful, and black as the night you own."

He leaned forward, planting a gentle kiss, little more then a whisper of flesh against the regal arc of her jawline. He whispered, lips almost touching her ear. His breath was cold, like a mortuary wind.

"Nightmare Moon."

She didn't draw away, didn't recoil. A deep, steadying breath kept her strangled grip on the final vestiges of her composure.

"Open yourself to her...open yourself...to your true self. Cast off the desperate restraints of those who fear you, those who seek to control you and enslave your strength. Show them. Show them the true power of a God. What you are truly capable of."

She felt it stirring within her again, that seething, monstrous form buried deep in her psyche took great pleasure in his goading. He leaned back, a knowing smile on his face. He watched her eyes, focused past him, twitch and shudder, flicking back and forth between ovoid, and predatory, serpentine slits. He took a long draw from his tea and moved past her towards the door.

"I'll see you tonight, my dear. There's so much work still to do."

With a squeal-swish, the door closed in his wake.

Some time had passed, unnoticed in the ringing silence, when the door opened again. Luna had managed, in the quiet solitude since Behemoth's departure, to force the dark passenger back into its restraints, the psychological effort of which left her feeling more weary then ever. She couldn't help but consider what had been said. The most troubling aspect of Behemoth's tirade was the fact that it had been flavored with more then a little truth. She was happy for this latest distraction.

"Princess?"

The voice was young, male, strong and clear and vibrant, it rang across the tomb silent room. The speaker, standing back-lit by the brilliant glowing rectangle of the door, was a perfect equine silhouette, jet black and without feature, a life sized figure carved in obsidian.

"Shade."

She'd returned to her couch in the interim, her relaxed physical form in sharp contrast to the flurry of activity in her mind. It always did her heart good to see him, youngest of her Guard. Here was a colt who still held onto his youthful naivete and enthusiasm, even though he'd been disparaged against as an outcast since he'd been brought in from the desert. She knew a little about being mistrusted or feared for not falling into the comfortable mold of 'normal', and his ability to take all that in stride had warmed her to this strange orphan, almost as much as she'd warmed to his surrogate father.

"I hope I'm not disturbing you, ma'am."

"Not at all, Shade, please, what can I do for you?"

As he crossed to her, his pace faltered for just a second. His features were, of course, invisible and impossible to read, but that slight hesitation was clear indication enough of his nervousness.

"I was...actually, your Highness, I was hoping the Capt-, uh, I mean, Behemoth, was here. Could I speak with him?"

Slowly, with a sigh, she sat up. Even pacing herself, this change in orientation caused her head to spin a bit in a bout of vertigo, yet another not so subtle reminder of her precarious physical state.

"Behemoth is...otherwise occupied."

His features were, once again, difficult to interpret, primarily because he didn't have any. Fortunately, her perceptive abilities were significantly more prominent then what her more...domestic senses could offer. He was disappointed, crestfallen at this news...and mildly annoyed. It seemed he'd been tracking the once was captain fruitlessly for some time.

"Oh. Is he still..."

His obvious hesitance to voice what they both knew Behemoth was occupying himself with wasn't surprising, it wasn't exactly a pleasant topic of conversation.

"Yes, he is."

"I see. Do you...that is, if it's not too much trouble, Your Highness, do you know, perhaps...when he might be home?"

"No. I don't. What do you think I am, his keeper?"

She said it with more force then intended, a rare slip where her displeasure with that fact slipped past her usually masterful self control. Shade recoiled visibly. She immediately regretted the loss of her temper. Shade was, after all, quite definitely NOT the source of her troubles.

"I-I'm sorry your Highness, I didn't mean to bother you, I meant no offense. I'll just, I'll go find him, sorry ma'am."

With another sigh, she brought a wing in, closing her eyes and rubbing the bridge of her nose, she spoke as she did so, wanting to catch him before he'd had a chance to beat a hasty retreat out the door.

"No, no Shade, I'm sorry, I didn't mean to snap at you. It's just this...I'm...not quite feeling myself at the moment. To answer your question with more civility, no. As of late he comes and goes without rhyme or reason, I honestly couldn't even begin to guess when he will be back here again."

"Oh. Well, that's alright ma'am, I mean, your Highness, no need to apologize, I'll just be going..."

Weary as she was, she couldn't help but smile at his youthful, unintentional lack of tact. It made for a refreshing change of pace.

"Shade."

Her beautiful, smiling face and the flash of good humor in her brilliant eyes stopped his second retreat in less then a minute. The tense feeling of agitation that had filled the room seemed to be swept away on the summers breeze by that smile.

"Behemoth is not here, but I am. Perhaps your concern is something I may be able to assist with?"

"Um...I...uh...that's very kind of you to offer, ma'am, but I wouldn't want to bother Your Highness with something so-"

"Shade."

"Uh...yes, Your Highness?"

"Stop calling me Your Highness, I have a name, I would much prefer you use that. I have little patience these days for titles."

"Oh course Your Highness, anything you say."

"Shade."

"Oh! I mean, of course...umm...L-Luna, I'll...try to remember that...ma'am."

His difficulty was enough to coax a laugh from her. With slow, steady beats of her magnificent wings, she motioned him over to take a seat in a oft patched old armchair. Hesitantly, then moving so fast to accept the invitation of the Princess that he almost knocked it over, Shade accepted the invitation and sat.

"Now, my dear colt, tell me what is so important to speak to him regarding that you have been chasing him hither and yon over the last day and a half?"

"I...I was thinking that..."

His voice displayed his apprehension, but now, finally, he managed to meet her eyes.

"I want to talk to his sister. To...Derpy. I think...I think I may be able to help her."

Luna processed this in silent stillness for a few moments, then nodded slowly and leaned back against the couch. When she spoke again, her voice was low, barely carrying the distance between them.

"Are you certain that that would be such a good idea? After what she's been through, do you think the approach of a...forgive me, stallion as strange as yourself would be beneficial to her in her current state?"

"Well, I...I'd of course leave if I bothered her, but...I believe I can help her through this."

"How?"

She heard a slight chuckle, and got a strange sense that his unreadable face was displaying a sadly ironic smile.

"She feels alone right now. Cut off from the rest of the world and everyone in it. What she...what that...animal did to her, she...I don't think she feels close to anyone right now, I don't think she thinks she can trust anyone."

Luna nodded again. Carefully, she chose her words. This was a conversation that couldn't be handled rashly.

"And what of her brother, do you not think this is a task that he might be better suited to?"

Shade's response was preceded by an angry snort, as he looked away for a moment, subtly but visibly shaking his head.

"Forgive me ma'am, but in his...current mental state, I'd feel safe saying that Behemoth may be the last pony on the planet that should speak to her right now."

She recalled the recent manipulation he had played on her, the brilliantly cruel choice of words that had cast so much of her past into doubt. The thought of what the mind capable of that might do to one as injured, as currently psychologically fragile as Derpy...

"You...have a point, Shade. Still, why do you think you would be the most suitable?"

"I...know a little something about...feeling alone. Out of place. Adrift and solitary in a hostile, ugly word, unsure of who...or what I can put my trust in. I've been through that myself, and maybe...I can help her see that the world isn't as ugly as it looks to her right now, that...the ponies in it aren't as evil as they might currently seem...at least not all of them..."

She couldn't fault his logic. Although her position as royalty saw that she was expected to be aloof and away from the internecine, mindless barracks drama that was so endemic amongst the two separate Guard contingents, even she had heard tales in passing of the cruelty and mistreatment that had been heaped upon young Shade. While his difficulties, especially in the wake of the Changeling attack, were significant, they paled in comparison to the experience Derpy had recently endured...still, she understood she'd be hard pressed to find another that might be able to assist the young mail-mare with her current tribulations.

"I see the logic in your request, Private. You know that this choice will anger Behemoth, whether you are successful or not?"

"Yes ma'am, I understand that he wouldn't likely approve in his current state of mind."

"And you are willing to bear the brunt of those consequences?"

He took a moment to consider in detail specifically what those consequences may be. When he answered, there was no waver or hesitation in his voice.

"Yes. I do."

Luna nodded, a very slow, jerking motion. Her vision was starting to darken around the edges again, her body and mind growing heavy. It was time again to sleep.

"Then you have my blessing. Just...be patient...her recovery...will not be...swift."

By way of response, Shade bowed, and slipped from the room without another word, his hoof falls barely making a sound on the stairs as he worked his way up. Luna was asleep once more before the first of his gentle knocks at the bedroom door.

"Hold still, you sniveling wretch, this is precision work, how can you expect me to make an accurate cut with you writhing about like you're being electrocuted?!"

A sobbing moan was his only reply. The skinless, raw red form he was working on continued to shudder and tremble, the flexes and stretching of naked tendon and muscle tissue visible as they worked in the open air.

"Almost...just need the last bit of the circulatory and nerve bundles...THERE!"

Like a triumphant conqueror, Behemoth hefted his prize free, and cradling it carefully, lowered it into an ice bath for preservation.

"You see, now that you've finally cooperated, now that you've finally given me some information I can use, I can reward you. Now, with this, once the graft has been completed, you'll have the exquisite honor of living on in me."

He worked quickly, taking up position in the center of a multifaceted mirror wrapping a third of the way around his head, a tray of surgical tools, polished and gleaming ready at hoof.

"Quite the specimen, yes, this will do nicely. Now, quietly sit there until I've finished this."

Reaching down, he pulled his prize from the shallow cooling bath. Trailing several inches of nerve fiber and a delicate web of capillary tissue, he brought the cartilaginous cup of a severed ear up to the vacant stretch of scalp where his own had been up until a few days previously.

"Guards!!Get in here!!"

Even though this was the first time they'd been summoned into the dark recesses of what had once been an elementary school, the Guards posted to the door...more to keep any out then to bother keeping the restrained in, they responded with laudable speed...until they caught the first look in several days of what had once been Rat Face.

One of them managed to control himself, swallowing past the sudden crippling nausea that had his compatriot doubled over, vomiting profusely. He did his best to ignore the thing dangling and dripping at the center of the room, and stay focused on Behemoth.

"You called s-sir?"

"Yes. Gather the...what is it, Wednesday?"

"Friday sir."

"Friday. Huh. Guess it's true what they say."

"What...what's that, sir?"

Behemoth turned, to face the guards, his newly acquired ear sutured in place.

"Time flies when you're having fun. Gather the second platoon, have them form up at Town Hall, I'll join them there shortly."

Without another word, the guard helped his retching friend back onto wobbly legs, and threw a haphazard salute, which was promptly ignored, as they left.

It was much later and Luna had awoken again. It was an unseasonably cold, dark night, the forth in a row without the beautiful luminescence of her moon. She felt a pang of guilt at having neglected her duty for so long, but she quite simply didn't have the power. If she was still too weak tomorrow...or was it now later today? She wasn't quite sure. Either way, perhaps she would see Twilight, and, perhaps, the young unicorn would prove gifted enough to-

Her quiet musings were silenced as she felt a familiar presence approaching the farm. She was, of course, passingly aware of the Guards, even in the wee hours of the dark, manning their posts and patrols. They were visible in her minds eye as little specks of white light, tiny stars against the blue-black tapestry of the night, moving along their own silent paths, in pairs or groups. In contrast, this new presence was glowing a dirty, faint orange, like a fire place coal guttering out the last few of its breaths, barely visible, and solitary.

With peerless grace, and feeling slightly refreshed after another full day of recovery, she rose and slipped out of the room that the Apple family had so generously provided for herself and Behemoth. Like a ghost she slipped down the upstairs hallway, past Big Macintosh's room, and the booming, bass snores that seemed to barely be contained by the door. He was a lovable brute, with a heart larger still than his truly massive frame. She'd grown quite fond of him in the time they'd spent in each others company.

Next, she drifted past Applejack's room, in which she had been as generous as to invite Derpy to stay with her. Applejack was sound asleep, doing her apparent best to compete with her older brother with her own voluminous snores. Derpy however, Derpy was still awake, sitting alone in the night, staring out the window into the inky black. The turmoil of her mind was enough to stop Luna in her tracks, and she had to fight the urge to go to her, to offer what comfort she could...

She moved on. Down the stairs, she heard the barely there thump of hoof-falls across the living room, and a bright rectangle of light shot across the house from the downstairs bathroom. Her momentary hesitation had delayed her long enough so that he had already made it inside. As she coasted down the stairs, she heard the sink come to life, and caught the unmistakable dirty smoke smell that was uniquely the resulting aroma of a structural fire.

She stood in the doorway behind him, and watched silently as he ducked his head under the running water. His coat was smeared and stained brown and black. His dark mane had been dulled lusterless and flat by the accumulated smoke. As he brought his head up, trails of water ran down his neck and chest, scything away the filth in meandering rivulets. A single eye, blood shot, dulled and empty, met hers in the mirror.

They stared at each other in silence, the only sound the running water. After a few more silent moments, he dunked his head back into the full sink, sloshing water out along the counter and onto the floor.

"Tell me."

Her voice was hardly a whisper, almost lost in the shush of flowing water. He withdrew again, one wing bringing a towel over to his dripping face, the other turning the faucet off. He turned to face her, leaning heavily against the counter as he dried himself. He spoke through the towel at first, his voice as low as hers.

"I broke him."

He smiled.

"I broke him, and he gave me everything I wanted. Names, numbers, contacts in Canterlot, Manehatten and Appleloosa, as well as the location of their base of operations here in town. A warehouse, just a couple yards down from the rail station, right on the tracks."

He gently brushed past her, moving towards the kitchen, speaking softly as he did so. She turned and followed. Absorbed with their own conversation, neither heard the creak of a lose board as weight shifted at the top of the stairs.

"Ingenious, really, to give credit where it's due. Set up there, they could off load supplies, equipment, recruits...anything really, in broad daylight, and not a soul would notice anything out of the ordinary."

Luna winced back slightly from the sudden assault of brilliant light as Behemoth opened the fridge, pouring himself a glass of milk.

"They'd been tracking us, watching the Guard around town, and me specifically, for some time. I'd made their scouts weeks ago, they were laughably inept, so I decided to use them."

He offered her the bottle, which she took. It was deliciously cold. She let him continue uninterrupted.

"I formed up the second, and spooked them into flight, let them retreat, and swept through the town slowly. Much more slowly then we strictly needed too. I wanted to give them a chance to spread the word, I wanted them to marshal their forces."

He smiled, a look of genuine pleasure. Given the nature of the conversation, it was a bit unnerving.

"They obliged. We watched them retreat out of homes and businesses, run out of alleys and side streets, like cockroaches scurrying from the light. There had to be...thirty five, forty of them, maybe more that we were herding."

"So, what did you do once you had them cornered?"

If possible, his grin grew even wider. Replacing the bottle in the fridge, he moved towards the door out onto the porch, silently motioning that she should follow. She did.

The cool air, the faint breeze carrying the scent of apples, even without the light of the moon, it was a beautiful night. Silently, he pointed off in the direction of town, where a flickering orange light was visible.

"They'd barricaded themselves inside the warehouse, set up a...haphazard yet effective defensive line inside. I almost lost two Guards trying to force the gate. One will recover, back on his hooves in a week or two, the other...well...if she makes it through the night, she'll probably never walk again."

As she watched, the gnawing, disconcerting feeling in her stomach grew. Now, she could clearly see the flames, flashing high enough to be visible even from here, a fat column of dirty smoke smudged vertically into the sky, a pillar of brackish brown seemingly immune to the faintly stirring breeze.

"We barricaded the structure. Every door, every window, heh, we even sealed the employee entrance's mail slot and the skylights. We piled kindling around the structure, bracken from nearby, smashed barrels and crates from the rail depot, several dozen pounds of coal from a waiting tender..."

He turned to her, his smile having faded. Back-lit by the flickering orange, he was now little more then a dark silhouette.

"And I lit it up. It didn't take them long to figure out what we'd done. They pounded and clawed, smashed at the doors and windows, blasted away with magic, scrambling to find a way out."

She drew back from him, his head haloed in a now sinister ring of orange. Revulsion welled up from within, clenching her throat and causing her heart to pound, but the revulsion wasn't alone.

"They begged and pleaded, swore and railed and cried, but we'd done our job well."

Along with the seething disgust, rising up in tandem with it, she was dismayed to recognize...satisfaction. Pride in him, and what he'd done. The way she subconsciously responded terrified her.

"I don't know what got them first, the smoke or the flames...some to each, probably, but, we'll likely never know."

He finished his drink, setting the glass on the porch railing, and stepped down into the yard. If he noticed her discomfort, her conflict, as he was sure too, he showed no sign. She finally spoke.

"Behemoth this is...that's..."

She shook her head slowly, taking a moment to compose herself before continuing.

"I remember what you were like, when you first gave up the mantle of Inquisitor. I remember how it ate at you, how the...memories of the things you've done haunted your dreams and tore at your mind. The way you would writhe and mutter and cry out in your sleep,"

She moved forwards, a wing stretching out to him, gently brushing against the back of his neck.

"I can still plainly see the dark, suppurating wound those tasks have carved into your psyche..."

"Listen, Luna, I..."

For the first time in several days, his voice was wavering, unsure. Maybe, just maybe she was getting through to what was left of him...maybe.

"No. No you've said enough, now listen."

After a moment he closed his mouth and nodded, his face an unreadable mask.

"You need not do this. There are other ways to gain the knowledge we seek, you don't need to destroy them...and yourself like this."

"Yes, I do."

"No, you-"

"YES. I have to be the one to do this!"

He tore away from her gentle grip, turning away and taking several long strides down the lawn.

"It has to be me, don't you see that? I'm the only one who will...I'm the only one who can do this."

She pursued him, trying once again to turn him to face her.

"No, there are other ways..."

Again, he shrugged her off.

"No, there really aren't. This is the only way, and I'm the only one who can be trusted with it."

Finally, he turned back to her. Even if she hadn't been able to sense the billowing conflict in his mind, she'd have been able to read it in his eye. Her eyes locked on his, refusing to let him turn away or retreat any longer.

"This task will kill you, just as surely as it will kill him. If you end his life, after all else you've done..."

She pulled him into a fierce embrace. He was cold to the touch.

"If you do this...there will be no turning back. There will be no way to return down this road you have chosen. If you destroy him, you destroy yourself."

"Ridiculous, I've killed a score of these bastards, why should one more-"

"It isn't the killing that will see the end of you, it's everything that you've done before it. He does deserve death for what he's done, there is no disputing that, but what you've done to him-"

"He raped my little sister. He destroyed her home. He slit a fillies throat. Pulled who knows how many innocents into this madness and death. The madness all throughout the Empire, he is indicative of the plague rampaging through our lands, and the body count is growing every minute. I WILL end him. I will flay him, tear him to pieces, rend flesh, shatter bone, tear gristle. He WILL die in pieces. He WILL die tonight."

"Don't do this!! There is still a way back for you, still a life that doesn't have to be about death! Stay here, stay here with a sister that loves and adores you, with friends that are good enough to be family..."

Her voice choked up, her throat felt in a vice, and finally, making it's way past her monumental restraint and self control, tears ran down her cheeks.

"Stay here with me. You don't have to do this...you have to want to not do this..."

He moved away with a heavy sigh, pulling free from her grasp once more. He stopped, one last time, just before vanishing into the trees. His head lowered, he spoke without turning. His voice was heavy, tired.

"I do this not because I want to...I do this because I have too. If I don't finish this, who will...If not me, then who?"

Without waiting for a response, he moved off into the night, leaving the Princess to struggle with her own demons, as the concealed third party listened to every word.

"I told you."

The clatter of metal against glass, the strong chemical stink of alcohol. The more subtle yet more pervasive coppery tang of spilt blood.

"I told you, that once you gave me everything I wanted, that I'd release you."

Behemoth removed the protective plastic apron, set aside the face mask. Both were splattered and smeared red.

"And I am a stallion of my word. You've earned your prize."

"Plllleeeeeezzz..."

The sound, barely a word, was choked with wet, the dripping burbling voice of one trying to speak while nearly drowning.

"Pleeeez...keeeel meee...bu 'lestia's grazz...pleez keeeeel meee..."

The restrained form had changed again, what had started as a traditional equine form, small and fragile in the center of a large cleared room, had evolved into something vaguely floral shaped, and, again, grown and changed into what it was now. Smiling slightly, one corner of his mouth pulled up and his head cocked to the side appraisingly, Behemoth drank in the details of his masterpiece.

The entirety of his skin had been flayed away with a jewelers precision. It hung in the back of the room, half visible, like some macabre tapestry, flapping slowly in an imperceptible breeze.

His muscle, tendon and subcutaneous tissue had been removed systematically, each bundle of fiber dangling from the ceiling by its own individual hook. Great care had been made to remove each internal organ, and they too swayed softly, separate from the body, yet still connected by artery and vein and nerve.

There was no more form. Nothing that could be clearly defined as a living thing, merely chunks of meat, separated and dangling, yet still connected. Lungs that were plainly visible, one could watch them puff and deflate. A heart held tight, still beating away...

"You brought me to this..."

Behemoth moved away, back to the five wheeled cart. From it's surface, his intact wing came forward and found a large, utilitarian cooking knife. No frills, no embellishments, just a simple working blade nearly a foot in length.

"I had sworn, not so long ago, that I'd never do this again. That I'd never touch these tools...never carve into living flesh...I had said, and believed, that such a task as this was something I'd gladly never undertake again."

He turned back, crossing to the largest of the dangling pieces of meat, the one that had once been torso and head. He moved slowly, almost hesitantly, hooves dragging.

"And yet, here we are."

He met the single, lidless eye that remained in the mass of bloody flesh, locked its gaze with his.

"In a way, I suppose you could say...you've won. I've been forced back into a life I wanted nothing more then to leave in the past...in that way, I suppose you could say you've beat me."

Slowly, he raised his blade, holding it over head, poised for the final strike. He didn't hear the rustle of disturbed plastic, the barely audible clop of hooves on a wooden floor.

"A Pyrrhic victory, I suppose, but a victory none the less. Pity you won't live to see it. Enjoy hell."

The blade swept down, aimed straight for the quickly pulsing membrane of Rat Faces exposed heart.

"B...brother...?"

Author's Note

Took much longer then anticipated, so it ended up being my birthday present to my readers. Enjoy.

23: Answers

"B...brother...?"

That simple, single word, spoken so softly it almost couldn't be heard, stopped the downward arc of his blade a hair's breadth from the pulsing membrane of Rat Face's heart.

"Behemoth, what are...what's that...?"

His whole body sagged, the wing holding the blade dropping to his side. The wing was shivering, the barely held blade wavering in that grip for the first time since the first time.

He spoke without turning, as a barely perceptible tremor ran through him, from the top of his head to the tips of his hooves, to the very end of his wings. It's barely there motion most noticeable by the way the blade twisted and shimmered, catching and reflecting the light from the over head bulbs.

"Derpy. You weren't supposed to come here...you weren't supposed to see this..."

Finally, the blade slipped from his grasp, falling to the ground with a delicate and almost musical tinkling clatter. His voice choked, words being voiced through a throat that no longer wanted to form them. The tremors running through his form with every heartbeat growing steadily more visible.

"You were never supposed to see this..."

Quiet, almost weightless steps came up behind him, he could feel her there, scant inches away, but dared not turn to face her. In the back of his mind, buried deep in the dark recesses where even he dared not tread, something stirred, slithering slowly in the darkness beyond memory.

"This is where you've been..."

She stepped up next to him, so that he could see her out of the corner of his lowered eyes. Her wide eyed gaze wasn't turned to him, but was focused on the thing that had absorbed so much of his time and effort over the last stretch of days.

"This is what you've been doing..."

~No, no no nononononono...~

Her wide, beautiful golden eyes moved slowly over the grim display of his skill, drinking in every terrible detail of his sinister work. He moved, haphazard and sloppily to turn her away, to hide her from what he was, but she avoided his weak, fumbling attempts, pushing them aside with ease matched with gentleness. Her gaze never left the twitching, dripping, suspended form.

"That's him, isn't it. The one who attacked me in that alley months ago...the one who killed Cherilee...the one who slit Sweetie's throat..."

~She was never supposed to...not her, never her anyone but her...~

She swallowed past a lump in her own, but her gaze never wavered, not for a second.

"...the one who burned down my house...who...who raped me..."

With a slow, jerking motion Behemoth nodded, his deep, ever sonorous voice no longer capable of even conveying an affirmative. An immense migraine, as powerful as it was sudden, exploded behind his eyes, each beat of his heart threatening to split his skull, to tear his head apart with the throbbing blasts of pain that appeared without warning or pretext. The quiet, patient madness that he'd satiated over this last week saw in the fragile form of a small grey mare, an end to its reign. Unseen by a trick of the light and the way he turned away, a sudden stream of blood burst forth from a nostril, trailing quickly down his tall, dark frame, falling from his jawline in fat, silent drops.

Unaware of how her brothers mind was collapsing, Derpy had no idea of the monstrous struggle taking place scant inches from her. She stepped right up to what was left of Rat Face, her lovely golden eyes locked on their unnervingly green counter parts that had tormented her dreams for months. She fought to keep her composure, but still a single tear made a solitary trek down her cheek. She swallowed several times past the lump in her throat.

"I...I just, I want to know..."

~Kill her.~

The voice was a soft whisper in Behemoths mind, more of an impulse, an urge more then it was a voice.

The skinless head of Rat Face, held aloft and separate, connected to the rest of the scattered form only by a web of nerves and circulatory tissue, and the long, undulating tube of a bare esophagus, swayed slightly as she spoke, barely restrained tears pearling at the corners of her eyes.

~Tear her apart.~

"Why...why me?"

~You don't want to go back to what you were. Weak, unsure, without drive or ambition...look at what you've done...the glory of your art...look at what I've made you...it's a pity she came here, now she has to die...it's the only way...~

The squirming, shapeless thing clawing through his mind slithered and schemed, drifting through memories, manipulating emotion, twisting thought itself. It was a subtle thing, ethereal as a puff of smoke, yet unmistakably, unimaginably evil. Behemoth resisted the silken temptation, fighting it for the first time since he'd surrendered to it's madness almost a week ago.

~It's for her own good, she'll never be able to understand what we've done here...it'll be a mercy to end her pain...~

~No.~

As his tortured mind exploded with silent, endless fury at that simple denial, Behemoth fell to his knees, his body wracked by brutal twitches and spasms, building steadily towards what would surely be a lethal grand mal seizure. Blood vessels and capillaries throughout his head burst, the fat trickle of blood from his nose was joined by others from his eyes and ears, even a trickle from the corner of his mouth. Still, he resisted.

"Why? What did I do to you?"

~Kill her. If you don't, all our purpose, all our beautiful work will be destroyed. Kill her, add her pathetic form to our masterpiece...~

He shook his head savagely, sending the black cascade of his mane flying along with a copious amount of his own blood. The whispering, twisted thing wouldn't look at her, dared not, it fought to turn his eye away whenever it wandered near his beloved sister.

~No. Look at her.~

The motion shuddering and jerking, as if something was physically, frantically fighting against the act of raising his head, he forced the leaden weight of his skull up, so that the small form of Derpy crawled into the reach of his blood shot and unfocused eye. She looked so small, so vulnerable standing there in front of a disjointed monstrosity of meat that nearly encompassed the entire room. The juxtaposition would have been almost comical, had it not been so terrible.

"What did I...I don't...you could've told me, you could've..."

There she was, one of the two beings that had kept him going, that had forced him back to his hooves after beatings that by all rights should've killed him. After battles that had seen bodies piled, stacked so high that they formed impromptu walls, and blood ran through cobbled streets like a sticky crimson river. That made him crawl out of bed day after day, when all he wanted was the final, blissful release of never having to open his eyes again.

Fragile and alone, she stood against the creature that had destroyed her world, tears pouring down her cheeks as she sought some answer, some reason, some explanation for her pain. Behemoth, for his part, fought on against the insidious, alien voice crawling around the inside of his skull, managing a clarity and force of thought that words couldn't manage.

~I will never hurt her. I will never let YOU hurt her...Look at her. She is why I fight, why I live. I have done terrible things to protect her from the likes of you, and am willing and able to do many more.~

Hissing and slithering, the wicked thing dwelling in his mind recoiled, thrashing in rage as he stood it down.

~I will kill for her...I will die for her...If it takes my life, my very soul to stand between her and the darkness, to grant her a reprieve from even a single moment of pain or misery or loss...if I must die that she can once again know peace and happiness...so be it.~

It's patience and subtle manipulation vanished, it reared up and smashed itself full force against his psyche. Cornered, it no longer whispered and plotted. Pinned, now it fought. Strangely fitting, how a stallion so marked and deformed by endless years of physical conflict, now fought the most brutal, most savage battle of his life through the tortured terrain of his own ruptured mind-scape.

~You may kill me you bastard...you might be the one to finish that task so many before you have undertaken and failed...you might be the one who finally sends me to the hell of my own creation, but if you do, know this...you're coming with me. Whatever hell I've earned for myself, I'll go gladly...but I won't go alone. You're coming with me you son of a bitch.~

Tears flowing freely down her face now, sniffling and fighting back sobs, Derpy lifted her head, once more looking the monster, it's physical form now matching that of its twisted and broken soul, in it's single remaining eye. One more time, voice choked with emotion, she asked.

"Why me?"

Chains clinked and rattled as the formless thing suspended from them used what little muscle control it had left to focus on her. As Behemoth shuddered and writhed, coated in his own blood a scant few feet behind them and ignored by both, a sound, wet and popping slithered out of the mass of dripping flesh, the inarticulate, disjointed sounds all but unidentifiable as the laughter that they were. The words that followed were heavy with pain and exhaustion, inarticulate and wet, their sound more akin to slothful dripping then the projection of words. Still, in spite of all else, they were full of malice and thick with hatred.

"You stupid, mewling cunt. It was never about you."

Faintly, through the roaring tumult of his own battle, Behemoth heard these words, distorted as they were. With a reserve of mental strength he didn't know he possessed, he forced the monster in his mind back for a short reprieve, to more clearly hear the words of the monster in his chains.

"You...were nothing to us...never a target...hurting you...was just a tool..."

As tears flowed silently and ignored down her face, the look on it changed to confusion.

"But...what do you mean?"

More gasping, splattery laughter met this latest question, the sound of his wicked mirth distorted and slurred by the fact that he no longer had lips.

"You still don't get it...do you. Not you...or him..."

The suspended, shapeless pile of meat still somehow managed to swing a portion of its diminished bulk in order to indicate the now disturbingly still form of Behemoth.

"You just...don't get it...this was...never about you...you...never mattered to us..."

Shakily, grunting with the effort, Behemoth forced himself up, taking a single, trembling step forward before the conflict raging in his mind drove him back to his knees, the blood trickling from nose and ear redoubling as the war for his psyche raged on.

"You...were just a way...for us to... go after him..."

Realization dawned on Behemoth like a slap across the face. All this time, all these battles, all the pain and suffering and death that had swept through this quiet, idyllic burg like a hurricane of misery...

"He was...going to retire...to...try and fade...into the background to...become a civilian...we couldn't...let that happen...we had to push him...had to...break him...had to go after what he...cared about, what...mattered to him...to force him back...into this life...this is where we wanted...him...this is what we...wanted him doing..."

He took a deep, gasping breath, the effort of which caused his body to shudder and the chains to clatter and sing.

"He loves you...so we used you...to hurt him..."

Slowly, haltingly, interrupted throughout by shuddering breaths, he continued.

"We had to...break him...had to...keep him off balance...left alone, he would've become a...civilian...no...we couldn't let him...do that, couldn't let the monster just slip away..."

He swallowed, a wet, phlegmy sound as a fat trickle of blood started from the corner of his lip less mouth. He spoke through the blood.

"No peace...never peace for him... for the evil...that stood against...our Queen."

The sadness and barely restrained agony on Derpy's face slowly faded away as the understanding of those words sank in. A blank pall fell over her visage, her eyes the only sign of life as she processed, her mind and her brothers running in tandem, coming, inexorably, to the same conclusion. In that moment, in her quiet, in her stillness, in that single moment, she was more like her brother then ever before. In the still and silence as her mind worked, their familiarity was clear as it was terrifying.

"You did...all this...Cheerilee, Sweetie Belle...all of it...just to...hurt Behemoth...just...to hurt my brother..."

The meat puppet spoke, vindictive pleasure clearly heard forcing itself past the pain.

"We had to keep him from peace...we couldn't...let him rest...we had to distract him...to keep him focused on something else..."

Another wet, choking chuckle.

"What better distraction...how better to...force him back into the fight...then killing his friends...burning his home...raping his baby sister..."

The tears were drying on Derpy's cheeks now. Her sobs had faded and an unnatural stillness had taken hold of her body. With a mechanical motion, slow and deliberate, brilliant, golden eyes, still puffy and red, rose and locked once again onto the vibrant green of the creature that had brought so much grief and pain. Slowly, deliberately, she knelt, a wing tip brushing along the charred floor boards, not noticing or simply not caring about the sudden swirling burst of cold air that flashed through and diluted the coppery tang of spilt blood with the familiar chemical scent of ozone. She didn't notice, or simply didn't care, that the thick and heavy shadows pooled against the wall now moved with a barely perceptible motion deep in their core.

Ignored by all save the newest arrival in her sheltering shadows, Behemoth convulsed, his back arching, bowing at an unnatural angle, he snapped and writhed, his head smashing forward into the charred floor boards. He heaved and wretched, spasming wildly. In her darkness Luna started forward, managing to restrain herself after only a step. Her own hesitant, juttering motion making clear that she wanted to go to him, that she wanted to help...but she knew she couldn't. That this was something he had to fight alone...an evil he would either defeat...or die to. Fighting herself, she watched as he shuddered and retched, vomiting forth an inky black, vile substance as thick as tar, which spat and sizzled on the wood, adding to its charred and broken patina. The effort of expulsion twisted and tore at him, twisting limbs, spine and neck in ways they were never meant to move. All of this was ignored by Derpy, as she finally spoke again.

"I understand now. Thank you for telling me the truth."

With a single blur of motion, smooth, liquid and with a precision she'd never before displayed, she swept up the gleaming steel and drove the fallen blade into Rat Face's throat. Hot, stinking jets of blood sprayed, misting the air crimson and splashing across her face. She didn't flinch or turn away, but jerked and tugged at the blade, wrenching a monstrous, jagged hole in what had once been his throat.

He gurgled and tried to cry out through a throat that was no longer capable of such a task. His effort came across as a heaving, mournful sigh as his lungs emptied, no longer having the ability to keep themselves inflated. His skinless body shuddered and squirmed, twitching in spastic fury as he drowned in his own blood. Derpy stood there, blood trickling down her face like rain off a statue. She made no effort to wipe away the arterial spray, watching silently as the last vestiges of his life flowed away, splashing silently to the floor. Watching as the frantic pain and surprise in that one remaining unearthly green eye faded, dimming to glass. Watching as his restrained yet spastic motion that rattled and clattered his chains slowed by degrees and then, inevitably, stopped. Before long, all that remained was a slight sway on the chains and a vertical river of blood flowing from the terrible, jagged rent which had so definitively separated his throat. As the flood slowed to a trickle, slowed to a last few hesitant drops, she stood. She watched. Eyes still locked on his as the life flowed from them. Her gaze never faltering until the light of life had faded completely, drained away as surely and expediently as the blood from his opened throat.

As the last drop pearled on what had once been his chest, not quite growing heavy enough to fall, she finally turned away. During these intervening moments, Luna had emerged from her shadows, and was tending to Behemoth, wiping away the trickles of blood from nose and ears, and especially from around his mouth, where the vibrant red that so embodied this night had mixed and rusted with residual inky blackness. He was attempting, laboriously, to lift his own blood soaked form from the scorched floor boards.

Behemoth, for his part, was dazed to the point of being senseless. The only sign of his tenuous grasp on consciousness a slurred, inarticulate mumble of half words, tumbling out in nonsense phrases. His normally powerful frame seemed diminished somehow, trembling and incapable of standing under his own effort. Derpy stepped up and lent her own diminutive form to supporting the beleaguered and final living member of her family. Without a word between them, the Princess and the mail-mare carried him away from the finally still display of his horrible talent.

A cool wind was blowing, snapping and tugging at the sheet plastic that enveloped the gutted husk that had, only days before, been filled with the laughter of fillies and colts. A resonant and uplifting sound that it would never experience again. As the Princess and the mail-mare stepped out into the night, they carried Behemoth between them, muttering and barely lucid, heavy black hooves dragging a clear trail behind him, twitching and occasionally jerking as he half halfheartedly struggled to stand by his own effort.

It was hours before the edge of the sky would begin to glow orange with the coming dawn, and the moonless, cloudless night seemed to stretch on forever. As the three figures moved slowly away, the smallest fell behind. Finding herself now carrying the full weight of her nigh comatose companion, Luna turned to face his little sister.

"Derpy, is something the matter?"

She stood several hoof steps behind, her head turned, looking back over her shoulder. The steady gusts of shiver inducing wind tugging and pulling her golden mane across her face, streaming it out in fits and starts behind her. She didn't respond at first. Luna was about to ask again, when Derpy finally spoke. Her voice, quiet as it was, was clear and sharp enough to cut through the breeze.

"I'll be right back, there's...I forgot something."

Her voice was flat and dead, a void of emotion Luna had come to expect from Behemoth these last few days, but whose troubling lack of feeling or inflection had never been heard from the vibrant and ever happy Derpy. Without another word, she turned back, striding back up towards the shell of the school house-come-abattoir, disappearing beneath the jutting pegs of fire blackened cross beams, which stuck out into the night like rotten teeth from a skeletal maw.

Stepping through the thick plastic sheeting and out of Luna's sight, Derpy re-entered the school. She moved without hurry, stopping when she'd reached the center of what had once been the structures single classroom. Turning slowly, she drank in every detail of the sundered room. So many memories here...she had spent years of her life in this room...as had her brother before her...and their long lost and beloved parents before them. She remembered laughter of playing friends, long since moved away. It had been years since they'd even spoke. She remembered hours of studying and the echo of the sense of pride that had swelled in her breast at each new scholastic achievement. She remembered when, as a filly still too young, she and an awkward and lanky colt from her class shared their first timid kiss while the rest of the students were out at play. She remembered all the days and weeks waiting here after school, happily drawing...she used to love to draw...as she waited for her brother to come pick her up, walk her home.

She remembered the day he didn't come.

She remembered the pain and violation that had shattered her young life because, that one day, he didn't come.

She made not a sound as memory after memory ran through her mind, like a movie playing out the years of her happy youth behind her eyes. She didn't smile at the happy memories, or balk at the sad. She stood, silent and still and grey as a statue. The only sound she made was her quiet and steady breath, as unrestrained tears rolled down her cheeks.

Luna waited in silence as the moments crawled by. She turned her attention to resettling the weight of Behemoth across her shoulders as she waited. Her muscles were sore and her bones ached, even from such a plebeian task as this. She was still drained, still far from being back at full strength after her unexpected and unwanted transformation, and even this limited use of physical ability was taxing. Her head throbbed, she needed rest, but she would not leave without the young Derpy. Wouldn't leave her alone against whatever fiends now stalked her mind. Her weary musings almost masked the sound of shattering glass from within the sundered school.

The renewed and fresh scent of smoke reached her just as the first faint orange flickerings appeared from the interior of the ruined structure, starting out so dim that those ghostly orange smudges might be mistaken as a trick of the eyes, a ghost of the destruction wrought almost a week ago.

As the first eye wateringly bright spears of orange and yellow flame clawed into sight, a crisp cut and stark silhouette appeared in the doorway, nothing more then a dark shape, flawlessly outlined from behind by the growing orange glow. It stopped there for a moment, turning back and watching as the flames grew higher and higher, then around again, and slowly moved down the lawn to rejoin her brother and her Princess. Luna saw the faint, still drying smudges on Derpy's cheeks, and the clear and dry eyes above them, the same brilliant gold hue as the one her brother still possessed. Settled neatly across her haunches lay the bulging, worn, and unmistakable weight of Behemoth's packed saddle bags. She made no explanation for the spreading inferno in her wake. None was needed. She resumed her place at her brothers side, sliding under his right wing and easing Luna's burden.

"Let's go home."

Still hours before dawn, their return had awoken Big Macintosh, who, upon seeing them enter and the burden they carried, was down the stairs in a flash, hefting the twitching and shuddering, yet now silent form of his oldest friend. Mac laid him down on the old and oft patched couch, Luna sliding in beneath him, cradling his head. Derpy found a seat in Granny Smiths ancient arm chair, turning it just a bit to more directly face the couch. Mac's Olympian frame hovered, wide eyes blinking fast, fighting off sleep as he looked over Behemoth's form, searching in vain for the physical wounds that had brought him low.

"Wha...what happened? Is he hurt, ah don see any blood, where'd they hit 'im?"

Luna didn't answer at first, her attention was on the nearly comatose figure. Gently she brought a wing in, delicately brushing across his face and forehead, smoothing back his convoluted mane. Just as gently, her mind reached into his, drifting like a puff of smoke through the gossamer thin petals of his rent and jagged consciousness. She gingerly swayed around the flayed and drifting edge of his psyche, appraising a mental wound so terrible it put any damage his physical form had suffered to shame. Something, however, was different. Something about this zephyrous drift through the landscape inside his skull was new. He was...clean, for lack of a better word. Those underlying currents of darkness that she'd always sensed just out of sight inside his head, as though it actively hid from her, were no longer there. It's mirage-stain was gone. When, finally, she did speak, she did so without looking up.

"He wasn't. This damage is not...physical. This battle took place in his...in what was left of his mind."

Mac slowly sank to the floor by the couch, kneeling next to his brother, realization and understanding dawning on him, but not serving to dissuade his concern one iota.

"What can...how d'we help?"

"We don't."

She looked up finally, and met Mac's eyes, he saw in hers just how bone tired she was, and beneath that, buried under the fatigue, sadness at what Behemoth had been reduced too.

"He will either awaken, stronger now for another victorious battle...or he will wither and die as his very mind, his very cognitive self disintegrates and fades to nothing. "

She looked down at him again, gently brushing his forehead once more. She struggled to keep her voice steady, to restrain the tremble she felt through the vice like tightness in her throat. She didn't speak again, either by choice...or from inability. More then the sadness which tightened her throat, she was tired. So damned tired. Over more centuries that any mortal could imagine, she'd seen...she'd caused death on scales that defied logic.

By all measures, the death of a single stallion, one more Guard dead in her service, shouldn't cause her any more grief then the passing of fall into winter. Just one more brief candle flame snuffed out. A mortal life was, to her, little more then a firework. Colorful and bright, a joyous explosion of sound and light...that quickly faded into the dark, gone just in time for another to take it's place.

She cared for him, surely. She cared for all of her dozens of companions over the centuries, names and faces, mares and stallions stretching back into antiquity, bodies long since reduced to dust, living on only in the flawless perfection of an eidetic memory. He shouldn't be any different, the thought of losing him shouldn't cause her any more pain than the loss of any of those who had come before...

It shouldn't. But it did.

She couldn't explain it, or wouldn't, though a segment of her mind, detached and separate from the tumult of her emotion, analyzed and processed. He wasn't the most handsome, the strongest, the most capable or intelligent of those many lives that she had shared, however briefly. He was, when taken in stock with all the rest, hardly remarkable at all. That is, perhaps, except for his ability to endure pain...

There was, however, something...different about him...something that made the possibility of this death...of the snuffing of this little candle of light something she could not...would not allow to happen. She'd brought him back once, pulled his soul from the pit and forced that ragged and ruptured essence back into a flayed and broken body...she'd done it once...she'd do it again, if need be.

Derpy sat in silence, watching all of this unfold. Her only motion the occasional sedated blink, as if she was perfectly calm. As if nothing in the world was the matter. Mac noticed this through his concern for his friend, and it was now tempered with concern for the little one he almost considered a surrogate sister. He turned to face her, a massive crimson hoof reaching out to a skull it was almost the size of, gently, under her chin, pulling her eyes up until they met his.

"An you lil one...are you ok?"

Slowly as if surfacing from a great depth, the glint of perception swam back into Derpy's face. Meeting Mac's eyes with her own, she frowned at first, as if she didn't recognize the mountainous stallion that she'd known for literally her entire life. A faint smile, little more then a bit of tension at the corners of her mouth did very little to soothe Mac's concerns.

"Yes...yes I'm fine..."

She gently but firmly pushed his hoof away from her, that plastic not-quite smile frozen on her face. Mac read it for what it was, and pulled back, his concerned frown, which furrowed his brow like a craggy mountain range, didn't fade, but as she looked up over his head, the slightest glimmer of genuine happiness...or at least relief flashed into that smile.

"Shade."

Mac followed her gaze, and watched as a section of the shadow pooled near the front door detached itself from the wall and took two steps into the room. It wasn't Mac's first encounter with the strange shadow-form colt, but this time, as always, his sudden, silent appearance sent an inadvertent chill up the monolithic farm-hoofs spine.

"Derpy, I, uh...you were...uhhm..."

Hesitantly at first, the shadow form moved from the periphery to join the growing group clustered around or on the worn and moth eaten couch. His stumbling speech and hesitant motion belying an unsurety that he never showed on the battlefields that had, in one form or another, dominated his abbreviated youth.

"Is...is he going to be alright?"

Derpy's gaze shifted from Shade to the prostrate form of her big brother, the faint hint of a smile slowly dropped away to a neutral mask. Her voice, however, was still strong.

"Yes. He'll be okay..."

Luna spoke, her voice heavy and tired, in response.

"Unfortunately, we don't know that-"

"No."

Derpy cut the Princess off, speaking over her for the first time in their months of association, and her lovely golden eyes that were oft times slightly off kilter locked onto Luna's with an intensity usually a trademark of her brother.

"He's going to be fine. After everything else he been through, everything else he's survived..."

Derpy's gaze dropped again to Behemoth, watching the faint twitches and subtle muscle tremors that tweaked and pulled at the placid mask of his face.

"He'll get through this...they haven't found a way too kill him yet...he'll get better. He always gets better..."

As if to punctuate her declaration, there was a knock at the door, three quiet taps, still almost thunderously loud against the old wood this early in the morning, coming as the horizon was just starting to brighten from inky blackness to the darkest shade of blue.

Shade dropped low and spun, a blade, as black as he was yet reflective where he was matte appeared , catching the light as he turned to face the unexpected noise. Mac, moving with a speed belied by his monstrous size and power, was shoulder to shoulder...or, perhaps more accurately, shoulder to head, standing beside the much smaller shadow colt. Even Derpy, silent and unnoticed had slipped from her seat, facing the door as well.

As they prepared for battle, Luna turned her mind to the figure beyond that door. What she sensed was unmistakably exotic, yet familiar. She spoke after a further three quiet knocks echoed through the silent room.

"It's alright, there is no danger, let her in."

Mac and Shade relaxed, the blade disappearing back into whatever crease of concealment it had materialized from. Still moving cautiously, Mac crossed to the door, and, after just a seconds hesitation opened it on its creaking hinges to allow the entrance of a single figure, hidden deep within the folds of a floor length brown robe.

"I am sorry to appear so early without warning, but I come with trouble that could not wait until morning."

Zecora stepped in, letting the door close behind her, her eyes blinking rapidly as they adjusted to the light.

"I do not wish to be rude, but it is Behemoth that I seek..."

As her vision adjusted, she saw him.

"...although it seems, he may not be able to speak."

She moved as a liquid, flowing smoothly over to the couch and kneeling in the thick carpet still indented from Mac's recent departure. She met Luna's eyes, who, after a second, gave her a slight permissive nod. Zecora, with motions slow, steady and practiced, examined Behemoth thoroughly. She lifted his eyelids, gazing into the glassy golden orb, and then it's lifeless, milky counterpart. She spoke, her attention focused on that off setting white, as if there was something more there, something she could see in that expanse of nothing. After a moment, she sighed heavily and sat back, reaching back under the robe and into the satchel concealed there.

"Given time his mind would recover it's own way, but time is something we do not have today."

As she pulled a small phial half filled with a pale green powder from amidst the haphazard conglomeration of a score of others, she looked from Luna to Derpy and back again as she spoke.

"There is a threat in my woods that he asked me to find, I did, but it will not wait for the recovery of his mind."

Zecora un-stoppered the phial with a faint puff of vaporized powder and brought it up towards Behemoth's nostril. A restraining grey goof stopped it before it reached it's destination.

"Will it hurt him?"

Zecora turned back to Derpy for a second time, she made no attempt to disguise the concern on her face. She opened her mouth the speak, then closed it, opened it again searching for the right words, as, for the first time anyone had seen, her prodigious vocabulary failed her.

"It...will not add to the pain of his mind...but it will awaken him to the pain which the departure of Darkness has left behind."

Derpy considered this in silence for a moment, then nodded, letting her hoof fall away. At this silent acquiescence, Zecora turned her own up and emptied the musty smelling powder into it. Seeing what was coming next, Luna planted one last kiss on the top of Behemoth's head and leaned back as far as she could, in no hurry to experience the effects of this strange, shamanistic ritual first hand.

Zecora leaned in and whispered something into Behemoth's ear that was indecipherable even to Luna's supernatural hearing, then, with a single sharp puff of air, blew the powder against Behemoth's face. It settled slowly, pooling in the recesses around his eyes, and against his lips and nostrils. His sedated and steady breathing pulling trails from the cloud into his nose.

"What in tha name of Celestia's goin on down here, how'm I gonna get any sleep with all this...daggonit Mac, what'er you doin up at this hour we gotta get the south field done by..."

All eyes in the room tracked upwards as, sleepy and slurring, AJ had appeared at the top of the stairs, rubbing some semblance of usefulness back into her bleary eyes. She stopped talking, and looked around her living room at the assembled cast in startled dismay.

"What the fu...umm...I mean t'say...what...why are there so many folks down here at..."

She glanced at the clock on the wall over the hearth.

"Ridiculous o clock in the mornin, and why are you all clustered around that surly blue bastard?"

After a few seconds silence, it was Mac who finally answered his befuddled sister.

"He's hurt, somethin...somethin's wrong with-"

"Oh don gimmie that, Macintosh, just look at 'im, he's fine!"

A half dozen heads turned back to Behemoth's reclining form, and one by one were met by a single golden eye, bright, clear and quite definitely conscious.

"Hello everyone...did I miss something?"

It was less then half an hour later, and Luna, Zecora and Behemoth had sequestered themselves in the kitchen to discuss the reason for Zecora's unexpected appearance. A reason that, when whispered to Behemoth as he lay on the couch, had motivated him from his relaxed sprawl to usher her and the Princess away from the rest. In the interim, Derpy and Shade had taken the couch, and sat talking quietly, AJ had since retreated up stairs to liberate her hat, mumbling something about feeling naked without it, and returned, and Mac had occupied one of the chairs, whose ancient construction creaked and groaned under the assault of his weight.

"-no no no, they're exotherms, they're at a disadvantage now, cold, sluggish. We have to go now, before dawn, while we still have a tactical edge."

The kitchen door swung open as Behemoth pushed his way back into the living room, Luna and Zecora on his heels.

"Mac, AJ, Shade, right now I need you to listen, and to do what I ask as quick as you can."

There was a clatter of startled motion at his sudden return, as they all turned to face him. They, none of them, had seen him this tense, this focused...this...frightened. AJ spoke up, almost by reflex.

"Whoa whoa whoa, hold on there big fella, ya don jus' getta come bargin outta my kitchen an start barkin out orders. What the-"

"AJ, please, I'll explain everything, I'll answer every question you have, I swear it, but right now, we need to move as fast as possible. I need your help Jackie, I've never asked you for anything, but I am now. Please."

Her eyes narrowed, and she stared at him incredulously for several seconds, his gaze never wavering from hers. Slowly, she nodded.

"Well...awright then, I suppose I can give ya this one...but I'm gonna hold you to yer word...an don't call me Jackie, I ain't a damn filly anymore...so go on then, whaddya need?"

Behemoth nodded his silent thanks before continuing.

"Mac, I need to you go and wake up Fluttershy, and have her get Miss Dash and get them both back here. Fast as possible, brother, time is of the essence."

Without a word, having read the urgency in his old friends voice, Mac was out the door and gone while Behemoth turned back to AJ.

"Jac...AJ, I need you to head into town, gather up Pinkie, Spike and Twilight, and Rarity please, drag them out by their damned tails if you have to, but get them here, and get them here quick.

She nodded, hesitating at the door for a moment and shooting him another deep frown laden with questions, before following the retreating sound of her brothers hoof falls into the night. Behemoth then turned to Shade.

"Gather as many of the Guard in town here as quickly as possible. All other orders rescinded. If you can get them all in the next ten minutes, get them all, but be back here in fifteen with however many you can find."

"S-sir, I-"

"Go Shade, NOW."

With a sucking pop of displaced air, Shade vanished with a ultra violet flash of discharged magic and the distinctive metallic tang of ozone.

Behemoth began to pace back and forth through the living room in quick, deliberate strides, his mind moving a mile a minute. He had made it around and was just starting his third trip across the room when the storm cloud grey form of his sister was suddenly right in his path. He jerked to a stop, barely avoiding bowling into her. Her eyes, piercing and without blinking, locked onto his.

"Behemoth, what is happening, what is going on here?"

He looked away, his mouth working as he fumbled with half formed words.

"I...we...I've...I'll show you. It'll be easier to...show you, then tell you...come on upstairs, help me get my armor...and arm yourself, as well..."

Fifteen minutes later, almost to the second, Behemoth and Derpy, Luna, Spike, Zecora, Macintosh and all six of the Harmony girls, sleepy eyed and argumentative, trudged through the sucking muck and lashing vegetation. They were surly and grumbling, not at all happy to be out of their warm beds before dawn, all except Pinkie who was, as ever, energetic and happy, bouncing along in the core of the group, thrilled to be along on another adventure.

They were flanked by a score of Lunar Guard as they galloped off of Sweet Apple Acres and into the foreboding darkness of the Everfree Forest. Zecora led the way through the dense bracken, moving with an ease and surety of hoof none of the others could even hope of matching. She found herself, time and again, waiting for the rag tag group charging along in her wake to catch up, as they struggled through the thick under brush and clinging mud. Behemoth's voice, a hissing whisper, admonished and cajoled them on from the inky black, almost impossible to hear over the croaks, roars, howls and death shrieks that filled this land every night.

"C'mon, faster, faster!! We don't have any time to waste!!"

Deeper and deeper into the depths of the forest Zecora led them. Past her warm and strangely inviting Dagobah-esque hovel, past the obvious and out of place stone monstrosity that marked the sealed mirror cave, even past the crumbling and vine encrusted ruins of what had once been the Royal Sisters castle, whose monolithic stone bulk squatted low in the swamp like some monstrous, craggy toad.

The sight of it stopped Luna for a moment, memories of her time in that crumbling citadel racing uninvited through her weary mind. With a shiver caused maybe by the cold and clinging humidity...and maybe not, she shook off her recollections and doubled her pace to catch back up with the group. As she came back into the fold, she heard loud, angry whispers. The deep, thrumming baritone growl of Behemoth carried the farthest, but after a few steps it was joined by higher pitched and more insistent voices.

"-can't keep going like this, why did you even drag us out here? Whatever mission or reason or grand madness you think you must undertake, I certainly want nothing to do with it!"

Rarity, neck and chest splattered with mud, had apparently lost her balance and taken a nasty fall. Besides the splatter of foetid liquefied putrescence, her left cheek was bruised a pale shade of purple and a thin trickle of blood ran down along her jawline from the corner of her mouth.

"Stopping isn't an option, we don't have time for this. Keep moving."

"I most certainly will not! You drag us out into this foul smelling bog in the middle of the night and you don't even have the common decency to tell us what for. Well, I for one have had enough, I'm going home before I am wounded any further."

Head held high and haughty, Rarity pushed her way to the back of the group, back the way they'd come. Behemoth, his voice tired and annoyed, and maybe just a little amused, stopped her in her tracks.

"No one's going back. We've come this far, and you'll soon see for yourself why I dragged you all out here...I hope Zecora's wrong about what she's found...but I doubt it."

"Not going back, what, are you going to stop me? Are you going to assault me, are you going to kill me like you did those others?"

"Rarity-"

"Come on now, that ain't-"

"Oh dear, please don't fight-"

Her friends voices were quiet, speaking over and other each other, a jumbling murmur of sound.

"Kill you...no. Matter of fact, I won't lay a hoof on you...I'm done with this discussion, you want to go, go."

He turned back moving once again to the head of the rag tag column, where the silent Zecora shifted from one hoof to another, obviously antsy to keep moving. The sky to the east was starting to lighten.

"I won't restrain you...but be quiet for a moment, listen..."

Words trailed off, half started sentences came to an end as all those present stopped talking, turning their attention outwards. Just beyond the limit of their vision, something was moving. Something massive, brushing against the branches a dozen feet over head, it's slow, nearly subsonic respiration rattling the air with every felt more then heard breath. A strange, almost sweet scent drifted in on the breeze, a cloying, heavy stink that only three, Behemoth, Zecora and Luna recognized for what it was, dead flesh rotting between teeth like railroad spikes. The sound of it, the sensed presence of this unseen alpha predator sent shivers up spines and made hair on the back of necks stand on end. It was a deep, instinctual fear, something bred into their genome since their ancient neanderthalic ancestors had huddled around a camp fire, terrified of the thing that stalked beyond its frail, wavering light.

"You want to go, go. It's out there, waiting for you. It's been on us since shortly after we passed Zecora's. I won't stop you if you want to run away, if you want to shirk the responsibility that comes with being an Element of Harmony. If you want to take the cowards way out and bolt off alone into the forest, I'll do nothing to stop you."

He turned back to face Rarity, little of him visible in the thick bracken until he smiled, the weak light flashing wickedly across his grin.

"Maybe you'll make it back to the town. Maybe you won't get lost, and wander in circles, maybe you won't get turned around in the dark, and disappear even further into the depths of this maze of trees...maybe, just maybe, that thing out there won't find you...maybe you'll slip past..."

Far closer then they expected, a centuries old tree trunk snapped in half with a sound like a cannon shot, collapsing with a rushing roar just outside their limited vision. The Guard had formed a circle around the civilians at the core of the group, who had in turn, backed up, huddling together. Even the brash and recklessly brave Rainbow Dash had landed, her rump pressed back against those of her best friends.

"Maybe. But probably not. In a group this size, we're safe. That thing is old, old and wise. It didn't get to be either of those things by recklessly taking on armed groups as large as ours, so we're safe, from it, at any rate, if we stick together. Run off on your own, however..."

He eyed the half dozen girls, far out of their element, and his friend, who was doing his best to remain as calm and stoic as ever. He met each of their eyes in turn.

"We go on. No more theatrics, no more drama queen moments. We've got something that needs doing. Lets get it done."

He started moving again, falling in behind Zecora, Luna at his side. Slowly, begrudgingly, the others fell in behind them, moving a little closer together, eyes wider, paying a little more attention.

After a further ten minutes or so, the thing stalking them let lose a deep chuffing growl, and bounded off into the trees, abandoning any attempt at subtlety, it smashed off into the forest. As the sound of it's departure faded behind them, another sound, rose to take it's place. A low, monotonous droning. A heavy, sluggish buzzing that they now realized they'd been hearing subconsciously for the last few minutes, echoing through the trees from in front of them.

"And now we know what scared our little friend off..."

Behemoth's voice was barely a whisper, and with a series of deliberate wing motions, transferred instructions to the Lunar Guard contingent. Moving in unison, they dropped low to the ground, dulling their armor, smearing any reflective bits of weapons or kit with the ever present mud, and tightly cinching down packs and pouches, so nothing rattled or clinked. The girls watched in awe as the twenty armored forms that had formed such a bulwark between them and the predations of the forest seemed to melt into it, almost invisible now, their motion barely seen even if you knew exactly where to look. Behemoth looked back to the Elements and Macintosh, making eye contact with them each again, placing a wing over his mouth, and using the other to gently wave towards the ground. They looked at him in confusion, until Twilight, as studied in signals and body language as she was in everything else, did her best to emulate the Guard, getting low and quiet. The others swiftly followed suit, Derpy, surprisingly enough, showing an aptitude at this that was startling, even in the center of the group, flanked on all sides by ponies just a hoof full of feet away, she was nearly invisible, seen only as she moved.

Every yard farther they moved, the buzzing drone grew louder, It came and went in erratic pulses, growing and fading, changes in pitch and tempo that soon resolved themselves into individual sources, dozens of them. As the dawn sky was shot through with red, as iridescent beams of orange and brilliant yellow unfurled across the sky, Behemoth came through one last dense copse of underbrush and face to face with Zecora's discovery.

"No...oh...gods no...not here..."

He slumped to the ground, his legs giving out. He hunched back against a fallen and half decomposed log, his head hanging heavily, shaking slowly.

"No no no...I was hoping she was wrong...praying she was wrong..."

Mac came up, crawling on his belly, his deep red coat smeared with brackish mud, leaves and other detritus. In confusion, he looked up and the amorphous, slickly wet and gleaming roughly conical structure that stretched dozens of feet into the air, it's base almost a hundred yards wide and it's flattened, dull tip pressing against the upper limits of the forest canopy, scores of feet overhead.

"What...what the hell is that thing?"

The buzzing drone grew louder, and a equine figure, the same wet and shining black-green-purple as the tower, flew over head, multifaceted eyes, chitinous exoskeleton and gleaming fangs wobbled slowly over head, cold and sloppy. Behemoth spoke, his head still down.

"It a hive..."

Mac looked at him, confused.

"A...a what?"

"A Hive, Mac...a Changeling Hive..."

24: Crisis of Faith

The monstrous bulk of the Changling Hive squat low in the marshes, hunkered amidst the splayed and spidery tributary delta that, over the intervening miles, coalesced into the stream that eventually wound it's way through Ponyville's center. The myriad and scattered pools of brackish, stagnant liquid that formed the head water of the river that provided for the entire towns various needs.

"Alright then, lets go, like ya said, if we're gonna do this, we better do it now."

Mac, after visibly psyching himself up, started forward, pulling himself out of the underbrush. Behemoth immediately pulled him back down into cover.

"Not yet...not yet Duke, we wait until..."

The sky was a coal black smudge, the smoke from the city burning around them drowning out the mid day sun, reducing its effect to little more then casting everything in a wavering orange glow reminiscent of candle light. Cobbles were sticky under hoof, as spilt blood was cooked by the flames into a clinging red-brown tar. The roar of the flames was punctuated sporadically with cries and screams of pain and agony as something...or someone, died. A high pitched buzzing carved through Behemoth's mind like a spear, the sound of a million demonic hornets setting his teeth on edge, rattling his one good eye in its socket. Eating into his mind just as surely, just as voraciously as a cancer.

"What'd you...Duke? Who the hell is Duke?"

Behemoth turned to the monstrous figure hunched next to him, the massive, crenellated Bulwark Plate armor inmistakably that of one of his first command, one of the two heavy armored guards that he'd taken into the Deadlands, Duke.

~No. Duke is dead.~

The figure trembled and shivered, as if withering like wax under the stifling heat of the billowing flames...no, there were no flames, no heat...it was pre dawn in the jungle...cold...wet...A crimson coat and deep green eyes flickered through the armor.

~He's dead. You watched him die on the steps of the Lunar Citadel. Watched him overwhelmed, bore to the ground under the sheer weight of twenty drones...you watched him crushed to death by the sheer press and bulk of the bodies thrown against him. You saw him die fighting, taking most of those twenty and more with him. You retired his armor. You buried him. He can't be here. Duke is dead. They're all dead.~

Behemoth shook his head violently, the spattered and broken cobbles, the shattered and burning homes and shops being gutted from inside by blazing infernos melted away, replaced by the heavy boughs and thick green-black canopy of the deep forest. The armor clad figure facing him faded as well, giving way fully to a confused and concerned looking Macintosh. Beyond him, Shade had turned in Behemoth's direction. Although he had no countenance to display it, his concern was also obvious.

Shade had known Duke, had met him many years before, the same time and place where he'd met Behemoth...and Dusk Shade, Solstice, Priestess, Thunder Roll...over a dozen others, all told...who were, now, almost all dead. Most little more now then dried and dessicated bodies, pearl white bones and empty eye sockets buried in the choking black glass-desert that few Equestrian eyes had ever seen...and still fewer ever returned alive from. Behemoth knew those soldiers were dead. He'd mourned them, buried them...but that didn't stop one of them, dearest of them all, his first love, Solstice, from being right behind him.

He knew it was her, even though he was too terrified to turn and face her spectre. He could feel her breath against the back of his neck. She was so close, he could feel the dead cold of her, seeping into his bones. Over the stench of the foetid swamp, the sound of her breath, her achingly familiar scent, tinged as always with just a hint of sweet machine oil, swam to him out of years long past. Out of memories too painful, too dark...too mind flaying to dare approach. She spoke, a voice the world had not heard in more then three years.

~Yes. We're all dead now. Dead as dead. Dead as you. But you know me, since when would a little thing like death slow me down?~

He could hear the smile in her voice. It chilled him. The sound of her long quiet voice tearing into him.

~It's better here...simpler. You know that. You remember the peace of nothingness. The tranquility of the void. You should be here with us...you were once, before that bitch tore into you, ripped you away from our loving embrace. Brought you back to use you, to destroy your mind like they destroyed your body. She denied you the rest you deserve. The rest you earned. You can come back, you know. You can let all that go. It's easy, all you have to do...is give up. It's better here. Simpler. You lost yourself for them. You lost your honor for them. You lost your life for them. You lost your family for them, brothers and sisters regardless of blood. You lost your mind for them. Haven't you lost enough? Haven't you given enough? Haven't you lived enough?~

She wasn't really there, in some deep corner of his psyche, his rational mind was screaming this at him. She wasn't there, couldn't be there. It was just a side effect of the horrors he'd suffered tonight, just the result of the insidiously powerful shamanistic concoction that Zecora had given him. It wasn't real, and he knew it wasn't real...Still, she spoke, her words giving voice to every hidden worry and terrible fear that festered in the back of his mind.

~Oh, Behemoth...you don't have to live like this. The constant pain, the endless fight. You've given and given, you've let them tear you apart bit by bit, parts of who and what you are sacrificed on the pyre. They've used you, broken and twisted what should've been a brilliant gift and twisted and perverted it. It's time, lover. Time you let them fend for themselves, you've done enough for them. Now its time for you to do for you. Time to live...time to die...for yourself.~

He could smell her, the sweet, pungent smell of motor oil, the cemetery cold of her long dead breath puffing against his neck. He knew she wasn't there. He KNEW it. And was still too terrified to look. He knew what he would see, the broken and ravaged form of one of the few he had ever loved. He knew, and the thought of it terrified him, chilling him deep to the tattered remnants that passed for his soul.

~I can't. Gods, don't you know how much I wish I could...I can't go now...not yet. There's still too much, too much to do. My life-~

~Your life is pain. From the moment you wake up until those rare moments when you actually sleep. Pain is the one constant of your life. Pain is all you have left. Do you really think it was your life's purpose to sacrifice yourself and get nothing in return?~

~No...no, that's...that's not...~

She laughed, it was a sound of genuine amusement, and it settled as an icy stone in his gut, choking off his words.

~You can't lie to me. You can't lie to me because I AM YOU. I'm your broken and teetering mind, right at the edge. I know the truth, the truth you wont even admit to yourself. Still...~

She sighed, a sound of sadness and resignation.

~I know us too well to believe you'll see the light. We are just going to keep on. Just keep letting them use us...and although you might try and hide behind platitudes and proclamations, we know why...~

Her voice was fading, the terrible ghost of her life fading away not for the first time...not for the last. Her last insight barely a whisper, fading into the humid air.

~It's all you think you're good for. You'll let them use you, let them tear you apart, twist and break you, just to be thrown away when you are no longer of use...because you truly believe that that is all you are...the tool...the weapon. Keen and well made, certainly, one of the best there is, maybe one of the best there ever was...but just a THING. Just a tool, and undeniably...eminently...disposable.~

Behemoth blinked rapidly, fighting to make reality reassert itself, fighting to silence the dark voices, his own, as the shattered and burning visage of Canterlot four years ago faded back into the past. The haunting memories of those that had passed vanishing as ethereally as they had appeared. An angry red heat billowed between his ears, burning hot as his taxed mind struggled to push the past back against the long passed sorrow. He felt, and turned his head deeper into shadow to hide the faint trickle of blood seeping from a nostril, an ear, an eye. His mind, still devastatingly damaged, was starting to unravel at the resurgence of dark memories.

~The last time...so many dead...I can't...I can't do this...not again, I can't...-~

His heart thudded in his chest, pounding savagely, painfully against the prison of his ribs. His breath ragged and shallow, coming far too quickly. He had never faltered, never stood down in a fight, but here, now, his own mind was tearing him apart. His own memories sundering his resolve as surely as the King Blade had sundered his flesh.

~Yes. You can.~

Past Mac, past Shade, Luna met his gaze, and he felt her consciousness slip into his own. She knew. She knew every dark and secret corner of his mind. The things he had never spoken of...the things he could never speak of, events and actions that would never, could never find a voice.

~The last time I led a group against the Changelings, I...I'm going to get us all killed, just like the others...this is a fight I can't win....~

Her eyes, brilliant turquoise and the one part of her that stuck out of the thick shadows which pooled unnaturally deep around her, were fixed on him, bottomless pools of blue-green that seemed to draw him into their infinite depth.

~It is not about the victory.~

Transfixed by her, it took him a moment to react, when he did, his confusion was clear to read in his eyes, just as clear to read as the fight was in hers.

~It is not about the victory. It is about the fight. The will to fight. To resist. To stand up, and face the evils that plague this world. The evils you know all too well, even as the rest of our society pretends they do not exist. There will always be another foe, another enemy that stands between us and peace. Always, there will be another set to tear down that delicate facade and show the world true evil. This we know better then most...so we will fight, because we can, because we should, because we must. We will fight because it is our stock, because it is our role in this. Because the fight is who and what we are. It is our lot to stand between the darkness we know and those we love, even if we must use the darkness' own weapons to keep it at bay. Even though we know we may never win...We must fight, because there is no other choice, because there is no one else. We cannot fail, we cannot yield, we must strive and struggle and bleed and die...~

She gave him a faint, rueful smile, a twinkle in those brilliant eyes betraying her grim amusement as she quoted his oft used line.

~We fight, because if not us...then who? Dying is easy, living is hard. I know you too well to believe you will choose the easy way out. You will fight until the end...because you do not know how not too. Because the fight is who you are. And you will win through in the end, because, again...you do not know how not too.~

Where his mind was an angry, burning red morass of pain and grief, she blew through his ruptured psyche like a cool, soothing blue wind, easing his transition back to reality, a gift granted him by just how deeply entwined their minds were. Her words sunk into him, reinforcing and knitting back together the shredded fabric of his resolve, of his mind.

He met her eyes steadily, and after a deep, cleansing breath, gave her the slightest of nods. She smiled just as ethereally in response as he regained his composure. As if driven by a puff of unfelt breeze, the soothing coolness of her psyche flowed back out of his mind.

"Behemoth, are you ok? We don't have time for you to be breakin' down right now..."

Although his choice of words didn't convey it, the note of concern in Mac's voice was plain as the new dawning day. As his momentary consternation became more obvious, fear and doubt rippled through the girls. Untrained and without discipline, they began to fidget and murmur amongst themselves nervously. A cacophony of whispers droned out, shockingly loud in the still dawn.

"Excuse me, good sir, but perhaps we should be going-"

"Holy moley, that's a big ugly tower-y thing-y..."

"Shouldn't have come-"

"We found em, great, can we go now-"

"C'mon, lets get em, we've beat these over grown bugs before-"

"QUIET."

It was a whisper, nothing more, but the force behind it led it to hit with the force of a slap. All competing voices ceased.

"It's too late to back out now...be still, be silent, and do as I say. Maybe you'll get out of this in one piece."

The sky, as dark and blue as Behemoth himself, was barely visible through the thick canopy and lightening steadily now, the first faint glimmers of sun coalescing, the light visible through the heavy humid air. He spoke with a gruff confidence he didn't really feel, but he'd be damned if he let this rag tag group fall to panic now.

"Give it just another minute, we've got to time this perfectly..."

A heavy, bass hum reverberative enough to rattle their teeth in their skulls drowned out all other sound for a few seconds as a staggered formation of drones swung overhead. They were already moving a little faster, their wobbling, almost comical flight straightening out as the sun warmed their cold blooded bodies. As they turned away and their oppressive hum faded, a dark figure, streaked and stained with mud shifted out of the concealing darkness at the root of a massive, wide capped cypress.

"You see that, we're out of time, we've gotta do this know, 'fore they have a chance to get up to speed. B, I know you got some sorta history with these things, an I know you ain't gotta be lookin forward to takin em on again, but we gotta move brother, it's now or nev-"

"That has nothing to do with...I'm not...be quiet, Mac. Just be quiet and wait. I know what I'm doing."

The shadow shape that was Behemoth spoke without moving, the faint yet growing light not yet strong enough to illuminate his dark form. Even his eyes were fixed, not moving, not blinking, centered on the bulging, conical tower. Mac opened his mouth to continue his argument, but was distracted by a glimmer of motion barely caught out of the corner of his eye. Turing to face it more directly, he watched as the twenty odd Guards slipped forward in unison, moving into the very edge of the foliage bordering a cleared circle roughly a hundred yards from the edge of the organic, wetly glistening mound. Some stopped, hunkered low against root balls or folded into bushes and brambles, others, pegasi in particular, clambered up into the moisture heavy over hanging boughs, shimming up the trunks with a practiced ease and determination a silent testament to their training.

All of them, every single one, had their attention focused the same direction as Behemoth, eyes fixed on the Hive. Watching. Waiting.

Resigned and, now, begrudgingly interested, Mac settled back, easing his own considerable bulk into some semblance of concealment. He followed their collective gaze, watching in silence, each dragging second seeming to take an hour to pass. As he watched, a single, brilliant spear of golden white light shot across the clearing, the rising sun finding some nigh magical fault in the solid wall of foliage that arced overhead. It tracked slowly, moving as the sun grew higher, sedately drifting motes and the quicker flashes of a myriad of insects attracted to the light flashed through the piercing beam as it tracked downward, the angle of it's arc leaving the horizontal and tracking slowly vertical. Behemoth's voice, low but carrying, startled Mac out of the near trance like state he'd inadvertently slipped into. He jolted, snapping his head around at the sudden voice.

"Move when I move. Fast as you can."

Behemoth glanced over his shoulder, at the small cluster of silhouettes hunkered just a few feet away.

"Shade. Brand. Estoc. Bring up the rear, keep the girls together and moving. Keep them quiet. We move in 10."

The beam angled lower, carving through the humid air inch by barely perceptible inch. Another dull, teeth vibrating cacophony as one more flight of drones soared low overhead. As the beam of light, solitary as it was brilliant finally met the peak of the truncated cone, the base erupted with a long, hissing groan. Thick billows of foetid steam, heavy with biting chemical stench were ejected from roughly circular, fleshy sphincters ringing the base of the unnatural structure, propelled with force enough to fill the clearing to the brim in seconds, reducing visibility to barely a few feet almost before Mac could register what was happening.

"GO."

It wasn't a shout, but a single word spoken at what would normally be considered conversational volume. In the current situation, it was startlingly loud in comparison to the whispers that had proceeded it. All around him, the figures that had just seconds ago been vague yet discernible shadows, disappeared into the mist. Mac leapt up, his heart suddenly in his throat, moving in the same general direction as the near invisible spectral shapes flanking him. Hushed by the mist, he heard the distinctive snap and flutter, and even saw the miniature cyclones of disturbed vapor as the pegasi and bat ponies took to the air, and heard as well the rapid trot of heavy hooves as the rest charged off through the cream thick fog.

Mac stumbled, swore under his breath, then caught himself and kept on. In the momentary distraction of having lost his balance and looking away, he'd completely lost sight of those around him. The impenetrable wall of white closed in around him, cutting him off from the rest of the world, reducing his visual perception to the span of just a few feet. Faintly, distorted and thrown to echoes by the clinging vapor, he heard the thudding patter of hoof falls fading quickly. He took an educated guess and moved after them, as quickly as he dared.

As the hoof-falls faded, from a plethora of others until the only ones he heard were his own, other sounds wafted out of the wall of white, seeming to come from everywhere and nowhere simultaneously.

He moved as quick as he dare, his balance stumbling and unsure in the half light, alien landscape. Strange, distorted sounds welled out of the wall of vapor pressing in around him, warbles and the rush of wind over wings, the sound of someone, or something, flying what could be inches or yards over head, coming in and fading with equal speed. The occasional whispered syllable or an indecipherable chunk of hurried words, thrown his way by some wicked spin of acoustic trickery. A single hoof fall, so crisp and clear from right behind him it made him skid to a stop, whirling to face whatever had managed to sneak up so closely behind him. There was nothing there, just another distorted sound thrown from farther off in the endless murk...

Punctuating these random and mane raising aural assaults, he heard, every few seconds, a dull whump or thud, a solid sound that cast no echo, and gave no hint as to it's source, although it repeated over and over, some, it would seem, close enough that he could feel, others so distant Mac wasn't sure he'd heard anything at all.

He picked up his pace, moving quicker as he finally began to adapt to this perpetual brume, he'd almost reached a full on gallop when the subsumed light glowing around him from no one source grew darker, accompanied by a faint whistle giving him a scant half second of warning. Still, showing impressive reflexes for a creature his size, he skid to a halt just as a shadow form smashed through the wall of cloud, hitting the ground right where he'd have been if he hadn't broken pace, with a dull thud. After a moments pause, Mac moved cautiously closer, until the figure swam out of the murk, resolving itself into recognizable form.

A bat pony mare, a shade or two darker then Twilight with their customary ash-grey mane, stood as motionless as a statue, perched on the broken and lifeless form of the Changeling drone she'd ridden into the marshy, moisture black soil. It's neck was twisted at an unnatural angle that left no doubt as to its fate. Already a murky puddle of ground water was seeping up around it, displaced by the corpses weight. Casually, almost seductively, she turned to face him, her brilliant, cat-pupiled golden eyes, a similar shade to his old friends, transfixed him, almost hypnotizing him on the spot. She smiled, elongated fangs bright and gleaming white against the backdrop of her lower lip. Her wings flared, snapping open in one swift motion. She stood for another second, her pose and smile motionless. She shot him a sultry little wink that made his stomach do a little flip, and as suddenly as she'd appeared, vanished vertically in a cyclone of the swirling, slowly lifting fog.

He shook off her near hypnotizing effect, and resumed his course.

As the muddy delta began to emerge from the suffocating folds of faintly foul smelling mist, Mac discovered just how close he'd managed to come to the foreboding ziggurat. It's heavy, broad bulk, and the faintly visible, milling forms huddled against its base swam out of the murk, little more then dark shapes of motion against a much more imposing, monolithic dark shape. He quickly trotted over, joining the others in mid conversation, scanning through the familiar and not so familiar faces...not everyone had apparently arrived yet.

"-and I'm telling you, last time I came up against one of these things, these...damned...gates...would open!"

As Behemoth spoke, he set his shoulder against one of the yard and a half wide sphincters that dotted the towers circumference at inexact intervals, spaced and scattered almost randomly. He put his not inconsiderable strength into trying to force one open, to no avail. It remained resolutely closed, indifferent to the exertions against it. Pulsing ever so slightly in a more then moderately disturbing fashion.

"Well, they're aren't opening now, so it seems this entire arduous journey was for naught. The only bit of good news is that finally this oppressive ambiance is lifting. Are we done? Can I go home now?"

Rarity spoke with a haughty, offended tone, as if the entire morning had been orchestrated with the sole purpose of inconveniencing her. Behemoth's patience was wearing thin.

"No. You fucking well cannot go home now, we've got a job to-"

He stopped talking as he caught sight of Mac looming out of the thinning fog, the whining fashionista's complaints happily ignored.

"There you are brother, was worried we'd lost you."

Eyes darting quickly from face to face clustered against the side of the amorphous monolith, Mac took stock of who all had made the hundred yard journey. He noticed one conspicuous face missing.

"Yeah, I was worried we lost me for a minute too. Where's Fluttershy?"

A frown creasing his brow, Behemoth turned, his eye following the same track that Mac's had just a few seconds ago, paying particular attention to the cluster of young mares huddled against the side of the shining black, oddly warm to the touch structure, ensconced safely within a half wall of armored Guards.

"What do you mean, she's right..."

After a few seconds of fruitless searching, he's bemused and faintly annoyed look faded to one of barely suppressed fury. He whirled on the shadow form of Shade, his words a hastily hushed snarl.

"Where the hell is she, Shade?! Dammit Corporal, you had one fucking job!"

"Fluttershy is missing?! Oh, we must seek out the poor dear at once, she must be terrified out here all alone!"

"Awright, we jus' gotta go back to were we last saw her is all..."

"The logical choice would be to split into several smaller groups and-"

"Hang here, she probably got spooked by the fog or somthin, I'll go find her-"

The shadow that was Shade detached itself from the wetly gleaming blackness that he all but disappeared into, it's form implying that he too was taking stock. He spoke, once the clatter of noise from AJ, Twilight and the rest had died down once again, and once Dash's head strong and fairly terrible idea of charging off on her own had been interdicted by the quick response of her less reckless and brash friends.

Pinkie, for her part, was completely oblivious or at the very least markedly disinterested in the dramatic goings on, and was busy following some unnecessarily large and vibrant colored beetle up the side of the Hive as it scuttled too and fro, over sized mouth parts clacking audibly as it did so. The angle of the structure under her hooves was such that it should've made her nose to the ground ascent a physical impossibility, but, given her casual disregard for such things, she happily continued on in defiance of natural law.

"She was here sir, I swear! I brought up the rear, just as you said, all six of them, plus the little dragon. I kept them together through-"

"Six?! There were SEVEN of them! The six amulet bearers, and my sister! Where the hell is Flut-"

He froze mid sentence, as a whooping, subsonic trill echoed across the oppressive space, almost claustrophobic with the fog. The fog itself seemed to pulse with the thump of its bass. It was the unmistakable sound of something on the hunt. Something big. Something ancient. Something that struck hard at their primitive "lizard brains", driving them to run. To run as hard as they could. To run as far as their stamina could take them, to run until their legs gave out, screaming in a voiceless primitive howl of terror that to flee was the only chance to survive. The undulating sound rose Behemoth's hackles, his body reacting to a sound ingrained in his very genome. The girls huddled tightly together, even the brash and borderline reckless Dash and relentlessly brave AJ cowed and wary. From within their midst, a low, whimpering sound of sheer, unadulterated terror.

Of the six, only one stood, steady and motionless. Derpy. Her gaze slowly moving over the jungle edge a hundred yards distant, alert and ready...but, strangely enough, showing no fear. Distressingly, showing no emotion at all.

The Guards were faring a little better. As a silent testament to the care Behemoth had taken in their recruitment and training, the Guard, to a one, held firm. Their nervousness was plain to read, the stink of fear-adrenaline thick in the air, but they stood their ground, holding fast the cordon around the unarmed, unarmored and untrained group in their midst.

He turned, hunkered low, motionless, his eyes scanning for any twitch, and sign of movement...

The jungles edge exploded without warning, a centuries old, fat rooted cypress was torn clean out of the ground, its monstrous root ball gouging a yards wide crater in the tree line, flinging hundreds of pounds of mud into the air, to splatter to the ground, cratering the damp earth like slow moving comets.

The bole of the tree never hit the ground.

Something, a vaguely quadruped shape a half dozen yards high at the shoulder, caught the falling trunk and spun with it, like a hurler with his hammer. The beast was top heavy and massive. Long, powerfully built forearms and short, stubby and equally power legs brought the creature into a hunched forward stance where it was almost standing upright.

"DOWN!! FUCKING DOWN!!"

All concerns for stealth or subterfuge having gone away at roughly the same time this latest addition to the clearing had made itself known, Behemoth was moving even as his cry of warning passed his lips. He threw himself bodily into the Elements, Shade a fraction of a second behind him, the two of them bearing the girls to the ground and splaying themselves protectively over them.

After the fact, Behemoth would swear that he could feel the trunk itself brush through his mane as it plowed into the side of the oblique resin mountain. With a thunderous crack, several dozen tons of tree-turned-projectile smashed into the side of the hive. The concussive impact was enough to knock the Guards reeling, the sound loud enough to momentarily daze those closest to the strike. For a moment, the tree trunk stuck fast, embedded in the hive wall as if it were a hunting spear in the flank of some great beast.

The structure groaned and shuddered, almost as if it were a wounded animal, but held firm, the ancient swamp tree jutting out of the side of it's bulk, pointing like an accusing finger at the beast that had wounded it so grievously. The creature, however, seemed none too pleased with the hives resilience. It reared back on it's diminutive hind legs, and let loose a diaphragm rattling roar that shook Behemoth to his bones. Balanced precariously, the beast smashed its over sized fists against its chest in a rapid pound, the dull thumping adding an underlying beat to accompany it's roar.

It charged across the clearing, pulling itself forward in leaps and bounds with it's obscenely powerful arms carving swathes through the loamy earth, flinging soil, mud, and brown water out in it's rampaging wake. The Changlings, scattered and disheveled by the sudden assault, managed to respond at first haphazardly, diving down into its path, a tactic that resulted in little more then being summarily swatted aside, a monstrous paw breaking limbs and shattering chitin as easily as one might swat a fly.

Prone, doing his best to shield the forms he had taken to the ground. Someone, Rarity, probably, let loose a high pitched shriek of terror. Behemoth watched impotently as the beast plowed across the clearing with horrifying speed. It never broke stride. It ran full tilt into the flared, lush green canopy of the cypress, snapping limbs and shearing off branches as thick as Mac's leg with the force of its rush, the crushing blow driving the timber spear deeper into the flank of the Hive. A hail of sundered resin cascaded around and over the Guard's like a glistening black waterfall. Chunks of slick, enamel black material the size of wagon wheels hit the ground and shattered like glass, accompanied by a steady rain of glossy black gravel and resin dust.

The beast, if it was aware of the scattered cluster of ponies at its feet, paid them no mind. Throwing its massive weight into the effort, it wrapped the trunk in a bear hug, pulling and wrenching with all of its might. Massive, thick black lips pulled back in a fanged snarl of exertion baring a maw full of pale yellow railroad spike teeth. Sprays of spittle speckling its mouth as it heaved.

The old cypress creaked and groaned, centuries old bark snapping and flying away as the trunk twisted and buckled, but the old wood held. With a crumbling, crashing roar that sounded for all the world like a land slide, an entire flank of the Hive gave way, a gargantuan rent opening in it's side as the simian monster leveraged it's strength. Paths and carved tunnels, worming their way through the glass like resin of the hive were suddenly visible, twisting and looping seemingly at random, exposed like a medical cross section, or the side on view of an ant farm.

It's task complete, the gorilla-esqe creature cast aside its impromptu lever with a deafening roar of triumph, the sailing tree inadvertently reducing an approaching flight of drones into a green mist as their bodies were pulped by several tons of jagged lumber.

Behemoth, watching in awe, was the first to notice a second, smaller form riding high on the creatures massive, shelf like shoulders.

"What...in the holy...fucking...what..."

As he watched, the much smaller shape detached itself, floating down to the ground as gently as a leaf on the wind, surrounded by a startlingly coincidental halo of brilliant sunlight.

"What...who...how...why...when...?"

"As she settled softly to the ground, Fluttershy smiled nervously at Behemoth, meeting his eye for only a second before her vision darted away again, her cheeks flushing just a bit.

"I...umm...I think you maybe missed, 'where'."

"I...I..."

Behemoth gathered his wits, blinking and stammering rapidly as his brain processed this sudden turn of events.

"I...guess I did...yeah...where did-"

He was interrupted as the pile of flesh he was splayed over started squirming about. A slightly annoyed and more then slightly accented muffled voice rang out before Behemoth could continue his inquiry.

"Now I don wanna sound ungrateful an all for yer protectin us, but...yer armor's a might pointy. Jabbin me in all sorts of uncomfortable places. Ya mind gettin off, seein as 'Shy's new friend here apparently ain't gonna gobble us all up?"

It took Behemoth a moment to respond, the surreality of the situation leaving him with a sensation oddly reminiscent of a drunken stupor.

"Yeah...yeah...sure..."

He clambered back to his feet, accompanied by a chorus of complaints and groans of dismay as the muddy, faintly bruised but none the worse for wear mares he had unceremoniously dive tackled moved as a herd to flank Fluttershy, who was slightly flustered and taken aback by the sudden surge of attention. The only one not to speak was Derpy, who stood back up silently, helped by Shade, to whom she gave a slight nod of thanks as she dusted herself off.

Behemoth saw all this in passing, out of the proverbial corner of his eye, his gaze still locked on the towering brute a few short feet away, covered in thick, spiky hair almost as broad and rigid as knitting awls. The creature gazed back, leaning down and turning its boulder of a head to bring a single soup bowl-sized, startlingly blue eye down to appraise Behemoth, squinting.

"Well, hello there beastie, thanks for-"

A flash of anger across that eye half the size of Behemoth's head was the only warning that he'd annoyed the creature somehow. A bowel rattling roar, a tidal wave of spittle and halitosis strong enough to straighten Behemoths mane behind him confirmed that fact dispelling any doubt. Behemoth blinked rapidly, holding his ground against the assault. After it had abated, he spoke to Fluttershy without turning from the monstrous creature.

"I seem to have annoyed your...new friend."

She gently pushed through the throng of her friends, and stepped up next to Behemoth. Reaching out a with a delicate yellow wing, she scratched the ape beast under its chin, eliciting a low, sub sonic purr from its wagon sized chest as it closed its eyes in pleasure.

"Oh, umm...his name is Reginald... he got cranky when you called him a beast. Now, you be nice Reggie, Mr. Behemoth wasn't trying to be rude."

Deciding to take these increasingly abnormal events in stride, Behemoth nodded in agreement. He opened his mouth to speak, but his attention was caught by a pea sized chunk of resin from the recently collapsed facade. As he watched, it started to jitter. Those small twitches growing in size and intensity with each passing second, until that speck of rubble had danced itself into a puddle of brackish water, a puddle that was sloshing and splashing of its own accord. The deep, reverberative thrum finally rose into the register of hearing, and reminded Behemoth not so subtlety that they had more pressing concerns.

With a powerful eruption that was more then vaguely volcanic, an oily black, sheening tide erupted from the truncated mound, streams of dozens, scores of Changeling drones pouring out into the thick, humid air, spiraling and twisting together like a sentient mass, the myriad streams of angrily chittering blackness flowing together like mercury. Finally, the Hive had awoken to its threat.

Sensing, at last, a worthy challenge, Reginald drew himself up to his full, towering height, facing the on rushing horde. Rearing back on his stumpy legs, he again smashed his monstrous fists rapid fire against his chest, and unleashed a roar that shook the wide clearing. He flung himself square into the front of the approaching swarm, as it twisted and roiled through the air like an elongated, twisting finger.

Reginald grabbed and crushed, swinging his tree trunk arms and swatting aside a half dozen drone with each blow. Biting and kicking, smashing and throwing he tore into the horde. His brute fury was awe inspiring, but Behemoth knew that even such a formidable beast wouldn't last long, alone in the swarm. That thought finally broke his fugue and got him moving...that, and the angry chittering and clacking echoing from the many exposed and denuded tunnels laid bare in the gaping rent in the side of the hive.

"Alright, enough lolly gagging, back to it!! Third squad, hold here, back up Reggie and keep this point open! Hold this fucking point, it'll be our only way out! First and second, form up with the civilians, and follow me in."

"Now just hol' on a second here Behemoth, we ain't gonna charge into a gol darn Changlin Hive, that's just crazy, we ain't soldiers!!"

"No, AJ, you aren't, but it doesn't look like you really have much choice. You either stay out here and deal with that," he gestured to the massive, chittering ball of destruction that one third of his force had just plowed into, "or, you come inside with me, and we shut this fucking thing down."

They looked back at the swirling melee, the chittering mass a hundred feet wide that was every now and then over rode by a gut rattling roar from Reggie, invisible now buried deep within the swarm. None of them wanted a part of that apocalyptic chaos.

Mac and Derpy were the first to step up with Behemoth, the rest falling begrudgingly in line. Last, was Fluttershy, who hesitated, turned, and in an uncharacteristic yell, shouted, "You go get them, Reggie, you show them who's boss!!", before she hurried to join the others in Behemoths wake.

He turned back to the group hesitantly following in his wake and smiled, it was neither warm nor reassuring, and there was just enough madness in that rictus grin to dissuade any dissent. He started up the tumbled scree slope, just as the first drones boiled out of the tunnels to meet him head on. With a twitch of well trained muscles, his wing blade snapped into position.

"Come now, girls, now its time we had some real fun."

Author's Note

Sorry it took me so long.

25: Into the Hive

The battle to gain entry to the Hive was ferocious. Dozens of drones scrambled and boiled out of their breached passages to face the twenty four Guards and eight civilians trying to force their way in. Any semblance of order or battle plan vanished, swallowed in the swirling melee. Behemoth almost immediately lost track of the rest, any attempted to organize a response immediately thwarted by the unyielding press of black chitin bodies.

As the enemy that had cost him so much, that had ruined his mind and body so furiously, that had ended one life and sought to end the next pressed in around him, their numbers beyond counting, he should have felt fear, panic at such a fate. Instead, a strange, smothering calm swept over him, a simple unity of purpose and intent. He let go. He let the flow of battle sweep him up and carry him along like a gentle wave, stepping into the howling madness without a second thought.

If any of his compatriots could see him, they would have been amazed, or perhaps terrified by what they would have witnessed. He didn't meet them head on, didn't smash into their ranks with brute force and sheer strength, to do so with the hollow bones of a pegasi would've quickly spelled his demise. He flowed around and between them, moving through their ranks like water, his body twirling and contorting like some insanely lethal dancer. His blade flashed in the dim green interior light, leaving a ghostly trail of flashing steel and arcing viscera. The walls, floor, and ceiling of the tubular passage he found himself in became a killing field, it's already moist and gleaming surface splashed with the blood and decorated with the entrails of the drones he moved through. Not a single one passed behind him still drawing breath.

As a testament to Behemoth's tactical ability and the months of relentless training he had insisted upon, his small band of Guards, barely two dozen strong, managed to hold a cohesive line and work as a squad against a foe that outnumbered them somewhere in the order of seven or eight to one...for almost thirty whole seconds before the entire thing collapsed into a mindless, raging melee.

For Behemoth, this was a welcome respite. The mind wrenching chaos of the last twenty four hours falling away. All his pain, his worries...the nagging concern for his sister and her fresh trauma's. The dragging thought of what further ostracaztion he might face now that the truth of his skill was coming to light. The madness and pain he had inadvertently brought to the last vestiges of his family and friends, that had spilled over to strike at the truly innocent...

All of that slipped away as fight time slipped in. The world and all its sundry distractions swallowed by the combat fog, his entire universe reduced to a ten foot circle of violence and death, with him holding its celestial center. Each second stretching and pulling out, time itself unraveling before him as he moved through it, more comfortable, more at home here amidst the swirling death and spraying blood then he had been anywhere in a dozen long years.

A drone came straight at him, its blade raised in a telegraphed blow that took aeons to approach. He slipped around the clumsy, mindless strike, his own blade took the drones wing off at the base, continuing its smooth motion to catch the next straight in its snarling mouth full of translucent, jagged fangs. They snapped and exploded like porcelain as the blade move on, emerging through the back of the drones neck, severing its spine as a blind rear wards stomp stove in the skull of the flailing, one winged creature left in his wake.

He moved on, unaware of the melee around him, flowing from one opponent to the next, without though for his own safety. Blades glanced off his armor, teeth missing his throat by a hairs breadth as he moved through those that welled into his vision. Were there any among his contingent that could see him now, that were not embroiled in their own savage life and death struggles, the lifeless dullness of his eyes and the uncaring brutality of his motions would have driven more fear into them then even the ravening horde could. Here was a being that, in this moment, cared not if it lived or died. Victory or defeat were meaningless. All that mattered was the next kill. And he pursued that kill with reckless abandon, any hint of caution thrown to the winds.

A century or a second later, the cold blood lust faded, ebbing away like the tide as reason and common sense returned to him. He found himself alone, in a section of hive tunnel, barely lit by a faint green glow that seemed to emanate from the walls themselves. The only sounds a slow, steady drip from the humidity soaked walls, and his own ragged breath. Nothing moved. He glanced down the tunnel in his wake, every few feet the twisted and broken form of another drone lay motionless where he had left them.

He surveyed his handiwork for a few silent moments, long enough for sensation to return, and the familiar bites and stings of pain to seep into his consciousness from the dozen or more grazing wounds that had slipped through or around his armor. The thick, blue steel crisscrossed now, far from its polished perfection, by so many cuts and gouges that they formed a spider-web of silver over the midnight blue.

Without warning or precedent, his mind exploded with a sudden, blindingly bright white lightning bolt of agony. The temporary respite crumbling away as his fragile and over stressed mind collapsed once more into turmoil. The Hive walls wavered and melted, fading and reshaping into the burning capital city. The clinging chemical stink swirled away, replaced by the harsh, mixed stink of charred wood, cooked stone and boiled blood. The screams of the maimed and moans of the dying...the final silence of the dead echoing back from the endless maze of stone and wood that described the heart of Canterlot.

He staggered, reeling as it struck him with an almost physical force. The vision as real, as burningly vibrant as the night itself had been years ago. Hallucinations, flash backs were nothing new to him, the tragedies of years past were an almost nightly companion, haunting dreams that even the Princess of the Night could barely temper. This, however, was different. The shamanistic concoction that Zecora had created reached into the dark recesses of his mind, taking those vivid nightmares, barely faded with the passage of years, and restored all the sensory clarity and details that had been lost to time. It's hallucinogenic effect slamming him back into the darkest moments of his past.

His vision snapped back and forth, his overtaxed mind unable to decide which vision was reality. Mingled and confounding sensory input tearing his mind and memory in conflicting directions. The one constant was the horde of more then a dozen changeling drones that came boiling around the corner of a large, ornate home consumed entirely by billowing flames licking into the smoke blackened sky.

The image snapped, flickered, and now they were charging, fangs bared, some rolling up the walls and across the ceiling of what had been street and was now hive. Their powerful legs propelling them along all angles of the chitinous tube in their blood thirsty rush to get at him.

As the world snapped and tore around him, unable to settle on whether it was the streets of the capital city, or a damp and foreboding Hive deep in the jungle, she welled out of the sea of fire, and walked through the black chitinous wall simultaneously. Her savagely broken form barely held together by her horrifically sundered armor. There was no way that such a broken form could have been able to move. Nonetheless, she staggered right up to him, her dead, lifeless eyes made all the more horrible by the Cheshire cat grin, face torn and cheeks hanging in tatters, blood splattered teeth visible all the way to her jawline. Solstice spoke, that death grin not moving, not forming the words he heard so clearly rolling around in his mind.

"You couldn't save us then, you won't save them now. Your sister, your brother, your Princess...you'll fail them all, just as you failed all of us. You led them into this, and they are all going to die...they are going to die, and it will be because of you..."

Her form shivered and popped, shifting and jumping like vapor in a breeze, swirling into the tar black smoke that filled the cobbled streets with its choking thickness. She welled out of the inky smoke, and slid into and out of the wetly gleaming walls. She danced around him, taunting and jeering and cajoling. Haunting him as a phantom of his own guilt and pain made manifest.

Behemoth stopped, wavering on unsteady legs, his knees shivering like a newborns. He gasped for breath, creeping spots of black stalking the corners of his vision as burning memories of the past haunted his flaying mind. He half collapsed against the vile, moisture slick wall, blinking hard and shaking his head, trying to chase away the crippling fugue. The ghosts of those long dead hovered now, just beyond the edges of his vision, laughing, taunting, calling out to him. Screaming and bleeding and shitting themselves as they died over and over again, just out of sight, just out of reach. He couldn't help them, couldn't reach out to them. Couldn't shelter those he loved from the agony, from the death they suffered, over and over and over again through his broken mind. No matter how many times this happened, he never could. He never could save them...

"ENOUGH."

It was said in exactly the way he'd said it a thousand times. The same tone, the same inflection, but a significantly different voice. In contrast to the cackling madness that swirled about him, the voices of pain and madness, this single word, as if spoken by an angel, drowned them out, chased them away as surely as light chases away the darkness. The power of that single word slicing through his ephemeral tormentors, reducing them to dissipating black smoke. They faded in blessed silence.

"This has gone on far too long, Behemoth."

Breathing heavily, teeth clenched from the just abated assault, he slowly raised his head, looking up to this newcomer. He flinched at the sight of her. She was cast in a brilliantly white halo of light, so bright it blocked out all but her silhouette. The street/tunnel, the city/hive melted away, leaving only the light. Only the light and her. Slowly, by degrees, the blinding light faded, draining away until only she was left.

Her storm cloud grey coat was spotless. Her raven black mane, cut savagely short in the style she'd always preferred. Her eyes, swimming, bottomless pools just as dark as her mane. He'd always found them alluring, those eyes, exotic and enticing...and, in a way he could never quite pin down, he'd also found them disturbing. They never failed, even now, gleaming with vitality and borderline anger, to sent a electric thrill up his spine.

"No...no...you can't be here, you're dead...I...watched you die..."

His head swung slowly, like a heavy pendulum as he spoke. He could barely muster the strength to shake his head in refusal of what he was seeing. Her eyes flashed again, this time, with amusement.

"Of course I'm not here. You're right, B, I'm long dead. Dead and gone, and, unlike you, I'll stay that way."

"Th...then...how...what..."

"Im you, Cap'n. I am your very own mind. I'm you, talking to you, your ever logical brain banging away, refusing to talk to itself, even when it is. Cuz, talking to yourself, oh yeah, THAT'S crazy, not the rest of the menagerie of assorted bullshit you've dealt with over the last week, nah, that's just fine, but talking to yourself that LOOKS like yourself, now, that'd be downright bat-shit, right?"

Behemoth lacked the strength...or the will, to respond. He stared at her. Stared at nothing, as that very same nothing spoke to him.

"You've wallowed in pain and guilt for too long. You've taken the burden of not just the things you've done, but EVERY wicked and evil thing done around you. The weight of suffering you could never ease. Of hate you could never temper. Of deaths you could never prevent."

He shook his head violently, the sharp motion causing explosions of black to blossom across his vision as the darkness threatened to swallow him up. His legs trembled as much as his voice, barely able to hold him up.

"I have too, I failed them...all of them...Duke. Priestess, Redshirt, Cherilee, Sweetie Belle, Derpy, Thunder Roll, Spatha, Blue Line...you. And its started again. Always again...blood has been spilled, too much blood and-"

"Too much blood, and more then enough of it has been yours. Ours. You're not some damn...superhero, here to right all the worlds wrongs, some avenging angel, here to-"

"But I SHOULD be..."

She rolled her eyes, her of his mind, sighing heavily as he rattled off name after name. A roll call he'd ran through a hundred thousand times, a mantra he could recite in his sleep. Each and every name, every face as fresh in his mind as the last.

"Oh stop it, will you?!"

She snapped at him, or he snapped at himself, depending on the point of view, ending the litany of names with a sharp bark.

"I've...WE, have had enough of this self aggrandizing, self pitying bullshit!!!"

She/himself stalked around himself, a look of unrestrained annoyance distorting her features.

"Do you really think so little of them, of all those names you rattle off...so little of me, that you think we all were or are dependant on you to be our shining, white knight? That we were so incompetent, so frail that we could only play the victim? That our only hope of our survival was you? Dear fucking Celestia on a cracker, you've got one mighty hell of an ego there."

Drawing on reserves of strength granted by the pain, he drew himself up to full height, if only for a moment. His head up, his voice roaring, tears, streaming unrestrained down the cheek under his good eye.

"I WAS IN COMMAND!! It was ALL on me, my responsibility!! All of those deaths, all of that pain is because of me, and I can never pay it back, I can never set it right!!! I failed!! If I had...been a better leader, if I had been a better soldier, if I had...just...fought harder..."

He collapsed to kneeling, the sudden burst of energy fading as quickly as the guilt that had summoned it.

"So many...I've lost so damn many...all those deaths...they're all my responsibility...all of them...on me."

Looking down at his haggard, sagging head, her anger and annoyance softened, her visage transforming from bitterness to resigned pity. She leaned down over his almost prostrate form, bringing her head down to his, muzzle to muzzle, staring, unblinking, into his mismatched eyes. Her voice, when she spoke after holding his gaze a moment, was quiet, calm, and steady.

"No. No, you stubborn old mule. You...we, gave it...gave them...everything we had. Pushed yourself to the limit of sanity, or mortal endurance, to the point where any pony would've broken...and then you pushed yourself farther. You talk about all those who died, have you forgotten all of those who lived?"

He half sat, half laid there as she spoke, breathing heavily, almost gasping, but saying nothing as the two sided monologue continued. He was dead to the world, the chaos and destruction, the raging, pitched battle going on around him forgotten as he faced an enemy for more insidious and deadly then the Changeling Hive...his own fractured mind.

"You hate yourself so passionately for every life lost, and yet you fail to consider all those lives you've saved, and the lives touched by them. Not only do you somehow forget pulling Dusk's battered body into cover out in the Deadlands, you forgot about the fillies who got to grow up knowing their papa because you saved him."

Her voice was quiet yet insistent. The anger had left it, and solemn certainty had taken its place.

"Shade, who would've undoubtedly been brutalized and dissected by overzealous members of the scientific community when he first arrived in Canterlot, instead was given a chance at a real life when you put your career, your freedom, your very life on the line to keep him safe. To give him a chance at a normal life. And now, now, the life and experience you allowed him to have has given him the knowledge, the compassion to help Derpy through her own ordeal."

Looking down at him, she/himself sighed, sadness, almost pity, creeping back into her/his features as he/she continued.

"You gave too much of yourself, for far too long. 'If not me, then who?' We've used that phrase as a justification for throwing ourself headlong into every conflict, against every injustice we've encountered for over a decade. Now, I know we'll never stand back, we'll never let another take the reigns, it's just not in us. But if we insist on righting every wrong and confronting every miss deed, then we've gotta let go of this suicidal attitude of blaming ourselves for all of those wrongs in the first place, and ignoring all the good we've done. We've given the Empire thirteen years of our life, hell, we gave the Empire a DEATH, for fucks sake. After all we've done, all we've seen, don't do those who are gone now the disservice of forgetting all the good we've done, while we destroy our self with the memory of the bad. Accept both, recognize both, and use both to make our self stronger. To make our self a better soldier, a better brother...a better stallion. We are the sum of the things we've done, ALL of the things we've done. And while we certainly won't be called a saint, out ledger is still in the black. We've done more good then we have evil, righted more wrongs then we've created new. Remember what we are, ALL of what we are, the bad...and the good. The lives saved, as well as those taken. Don't let the nightmares of the one drown out the song of the other."

Slowly, glacially, his head rose, the embers of fire, of passion slowly igniting in his one eye as the despair and guilt trickled away, as his own mind talked him into living again. Into wanting to live again. With a long, deep, cleansing breath, he rose back onto his hooves. The twisted and distorted cityscape faded away, and with it went the specter of his long dead love. Smiling at him with a look of satisfied benevolence as his eyes finally met hers, Solstice faded back to nothing as his mind finally let her go. Her ghost would never haunt him again. He heard her voice one last time, echoing out to him from distant memory, before it too faded into the past.

"It's our life. We won't live forever, but its time to live. Time to live while we're still alive."

As he regained his senses, as sights and sounds that reflected reality returned to him, his long trained hearing picked up the sound of approaching hoof-falls from a side tunnel that intersected with his from the right a few yards farther into the chitinous ziggurat. Others were approaching, a half dozen of them, maybe more. A half dozen of what, exactly, was the primary concern. He flattened himself against the moisture slick wall, nestling himself between two undulations of chitin. He shrunk back into the shadows provided by the meagre lighting, and readied himself for a fight.

Fifty yards south and a dozen or so higher then Behemoth, running through a larger, almost boulevard-esqe tunnel that's course would shortly take it over Behemoths narrower side passage without intersecting, a large group of Guards and civilians pushed steadily deeper into the Hive. Resistance was fierce at the same moment that his latest episode started.

"Private, to your left!!"

Her voice, as beautiful as ever, now resonated with a strength and clarity that even her longest serving Guard had never heard. Luna strode into the swirling melee shoulder to shoulder with those tasked with her defense. A quick forming glow around her horn and the sudden over powering stink of ozone were the only warning to be had as she unleashed her formidable power against a drone squadron that had just boiled out of a side passage set high in the walls flank, angling down into the main thoroughfare at a steep trajectory. A dozen solid, unbroken beams of incandescent blue light speared out from her horn with an inaudible sigh of effort from the Lunar Princess. Their aim was flawless. Each spear of brilliance met a separate form in the advancing swarm...and then kept going. The beams sliced effortlessly into chitin, flesh and organs, slicing the approaching drones, their own momentum feeding them into the beams, into steaming anatomical cross sections.

One drone lost all four legs above the knees, and fell shrieking, intercepted before hitting the floor by a well trained lance. Another was cleanly decapitated, muscle memory and over firing nerves causing the mute head to keep snapping its needle like translucent teeth even as its momentum turned it into a missile that bounced with a dull thud off the raised shield of a burly earth pony mare. The others met a similar fate. Those that weren't killed out right by the brightly glowing beams were crippled and swiftly dispatched by practiced Guard precision.

The contingent, including Rainbow Dash, Rarity, Pinkie, Fluttershy and Derpy, in addition to the majority of the Guards including Shade, pushed on, the strongest and ablest fighters forming a brutal spearhead, moving smoothly, methodically through the hordes of drones that threw themselves into the Guards path. With unexpected grace, they swung, parried, thrust, and strove forward in almost balletic synchronicity. Their pace was slow, steady, constant. They never broke stride, moving forward and crushing the broken form of drone after drone under heavily armored hooves.

The rare drone that showed even a modicum of tactical fore thought and tried to slip over or around the advance, that tried any tactic other then blindly rushing to their death was nonetheless swiftly intercepted, either by Luna herself, or one of the several combat casters that lurked in the center of the Guard formation, well trained and abnormally powerful unicorns, recruited for their raw magical power as opposed to finesse with any particular arcane skill. The shimmering walls and incandescent spikes they threw up to thwart the Changeling assaults were not particularly aesthetic, but none could doubt their simple efficiency as walls of summoned force crushed forward and flurries of summoned barbs flayed the insectile horde apart in mid flight.

"Keep pushing, we cannot falter, we cannot fail, ATTACK!"

Luna's voice, booming with royal authority cut through the calamitous din, the clarity and strength carried in those few words pushing the Guard forward tirelessly. At the vanguard was Shade. Little more then a flickering, free flowing shadow, he, and the Guard flanking him tore into drone after drone at an unnatural pace. Something was bound to give, the breathless pace of this combat couldn't continue unabated forever. The break came, the situation changed without warning. As another drone fell, its skull cleaved half through by one of Shade's leg mounted blades, he spun quickly, using his momentum to strike the next in line...and there wasn't one.

The advancing contingent faltered for a moment, having fought its way through the last defenders without warning. They milled, caught off guard by the sudden lack of an enemy that to this point had assaulted without pause since the breach had first been forced. The last lingering drones were visible farther down the tube, skittering backwards along wall and tunnel as fast as their perforated limbs could carry them. They were in full retreat, unnerving in their silence as they withdrew orderly, without visible panic. Luna shouldered her way through her Guard, where they halted, where they faltered, she didn't.

The second she had cleared their ranks, pin point accurate beams of magical destruction chased the retreating drones as they fled. It had been years beyond counting since she last had reason to use such magic's. Her aim had not waned in those centuries. Unerring beams of brilliant blue-white reached out in a rapid fire staccato, blasting apart drone after drone, plucking them off the walls and ceiling of the resin tunnel before they could get clear. Some managed to get away, reaching the relative cover of a turn in the tube.

Most didn't. More then a dozen more bodies were coldly blown apart as they fled. Her horn smoking, the brilliance of her mane billowing fiercely, as if caught in a gale only she felt in the heavy, oppressively still air. The lovely turquoise of her eyes almost entirely consumed by a glowing white halo of power, the Lunar Princess, proud and tall, unarmored, even without her traditional gorget, boots and crown, naked, but no less invincible for their lack. She stood at the forefront, the sudden silence only broken by the incessant drip of viscous fluid, and the gasps of finally caught breath, the grunts of pain finally felt as the brutality of the last ten minutes finally registered its toll on her would be protectors. She spoke without turning, the glow of barely restrained power slowly diminishing, as the white faded from her eyes, their blue-green hue once again rising to prominence.

"Catch your breath, see to your wounds, we must push on quickly."

She walked forward a few yards, alone. Behind her, with practiced speed, the Guards broke out their field kits and immediately set to work on their injured comrades under the watchful eye of a those who had either no injuries or knowledge of treating such. The clatter of triage gear and the low murmur of voices, as well as the wafting tang of disinfectant were sensory inputs she ignored without issue. Something else drew her attention.

Just as he finished applying a dressing to a light leg wound sustained by one of his compatriots, Shade caught sight of the Princess a dozen or so yards farther down the tube, alone. She was staring at a section of the sloped floor, seemingly no different then any other stretch of resin around them. A delicate frown wrinkled her brow as she stared, motionless at the floor. Shade quickly moved to join her.

As he came up to her, the concern and concentration were easier to read on her face. He hesitated for a moment, not wanting to interrupt her, but his curiosity won out over his caution.

"Ma'am, you should be out ahead alone, they've backed off for now, but they'll surely be ba-"

She cut him off, even though her voice was soft, her tone distracted, she spoke over him without effort.

"He's here, Shade, in a tunnel right below us. He is...struggling. In pain."

He stepped up next to her, his shadow form all but invisible standing at her side.

"He...? Who, Behemoth? We're close, if we can find a way to reach him..."

Her mouth opened and closed several times, her eyes never wavering from their target on the floor, never blinking. The pain she felt from him, even through the magic dulling bulk of the several yards of chitin between them, was immense. She was well versed in his particular flavor of agony, in how much of his existence was consumed by it, of how it gnawed at him, chewed into him without restraint. She knew, and yet, even now, the depths of that torture caused her to pause. When she spoke again, her voice was uncharacteristically hesitant, almost unsure.

"No. No, there is nothing we can do for him...as much as I'd wish to intervene..."

With a sigh, she tore her gaze away from the floor, turning to face Shade, and the group behind him. Rarity, accompanied by two Guards and Rainbow, were approaching. The fashionista looking haggard and frazzled, the would-be Wonderbolt looking excited, an almost manic smile plastered across her face. Even unarmed and armored, Dash had gotten into the fight, bucking and kicking and out-flying the drones, even in as enclosed a space as this. Further back, beyond them, Fluttershy and Derpy worked together, helping where they could to bandage wounds and ease pain. Big Macintosh hovered close by. His own medical talents were limited to fixing minor farm related bumps and bruises, so he stood vigilant watch as the others plied their skill. Luna looked down to Shade, her constant, ever present Guardian. She managed the ghost of a smile, that didn't reach her eyes, didn't touch the sympathetic pain in them.

"As much as I wish we could help him, this is something he must work through alone. Old demons have come calling, and he's the only one who can exorcise them..."

Shade looked at her in silence. She could feel the frustration, the desire to help radiating off of him. She knew what he wanted to say, how strong his convictions were. She knew that Shade looked to Behemoth as a father, a surrogate to replace the stallion he'd never known. Behemoth had saved him, protected him, given him a chance, a purpose, a life. His loyalty to the one eyed older stallion was seemingly limitless. She knew that, all of it, and her respect for young Shade grew immensely when he showed the restraint to not argue the point with her, as much as she knew he wanted too. She smiled at him, an unspoken statement of thanks, before her attention drifted past him, to the group of four approaching, and the larger group beyond them.

Fluttershy's motions were quick, jagged, jerky. She worked quickly, almost frantically, focusing so diligently on the task at hoof that she blocked out all other stimuli, likely the only way she was able to maintain any sort of composure in these trying circumstances. Derpy, on the other hoof, was cold, calm, unshaken, much as she had been for the last several days. To see her like this pained Luna, tugged at her heart strings. She'd seen the little mailmare so happy, knew her to have such a spark, such vivaciousness and such a passion for life. To see her like this, withdrawn, cold, shut down...

Luna forced her concern for Derpy into the background with a bit of trouble, her attention turning back to the Elements of Loyalty and Generosity as they came within speaking range. Energetic and twitchy with excess adrenaline, unable to hold still, it was Rainbow Dash who had the first words.

"This. Is. AWESOME!!"

She did a little loop in mid air, an almost manic glint in her eyes.

"If I had any clue there was a hive out in the Everfree, I'd have come out here to kick some flank months ago!!!"

Her unbridled enthusiasm drove Shade from his silence, finally coaxing him to put into words what he'd been thinking.

"If Command had listened to Behemoth, to the warnings he gave, we would've seen this coming. We would've found this Hive months ago. He basically predicted something like this would happen, almost verbatim, and almost two years ago. And now here we are, drastically outnumbered, without even the hope of support, and without Behemoth...with him..."

Luna turned to him, her face an emotionless mask. She didn't need to say a word, to twitch a muscle. The look in her eyes when met by Shades were all the impetus he needed to silence his grumblings. Now was not the time. Such broad sweeping recriminations, no matter how accurate, would serve no purpose here and now. Her glare, however, went unnoticed by Dash and Rarity.

"Hey, speaking of Big Blue, where the hay do ya think he ended up, he's missin out on all the fun!"

With a slow, deliberate motion, Luna's left foreleg rose, pointing laser straight and unwavering at the same section of floor that had held her attention so raptly. Her gaze remaining on Shade for a moment as she spoke.

"He is there, twenty three feet through that wall. Don't worry about him, Miss Dash, he has his own...conflicts, to deal with. "Fun", might not be the word he would chose, but they are certainly keeping him occupied."

As Luna's hoof dropped silently back to the floor, and her gaze turned to the two younger mares, Rainbow opened her mouth to inquire further, but was beaten to the punch this time by Rarity, who had finally found her voice.

"Speaking of, I have been most curious, your Liege, how on earth you came to be...ahem, "Involved", with such a...such a..."

Dash chimed in, smirking roguishly.

"Such a...badass? Such a wack job? Such a crazy, big ass, one eyed, blue sex machine?"

Rarity scowled at her vociferous friend, apparently choosing a different adjective to those so generously provided.

"...Such an...unrefined, fellow. Surely, as La Princesse de la Nuit, you've been approached by many more...fitting suitors? He truly must have some hidden redeeming qualities, some concealed nobility, some-"

Rainbow interrupted again, with a laugh.

"Oh yeah, some 'redeeming qualities', like his big, fat, throbbing, co-"

"NO. That's not what I was suggesting! Goodness, Rainbow Dash, don't be so crude when addressing Royalty! I was going to say, perhaps he is, at heart, a sweet and romantic fellow, fond of the sweeping grandeur and spectacle a Lady of your stature surely deserves?"

Even given the grim nature of their task, Luna couldn't help but smile at this. The particular absurdity of this conversation, especially now, with so much more pressing matters closing in on them, was, surprisingly enough, the perfect tonic to relieve the oppressive, deathly serious nature of the mission. She even noticed the flanking Guards glancing at each other, the flicker of bemused smiles breaking through their stoicism. She decided that this particular distraction was an acceptable one...and some explanation certainly couldn't hurt.

"Behemoth has been called many things, most less flattering, but the word 'romantic' is not one I would ever use to describe him. Would it shock you, Rarity, if you were to find out that Miss Dash's...appraisal, was closer to the truth then not? After all, you have experienced those particular...talents of his yourself, if I'm not mistaken."

Rarity was struck completely speechless by this, her mouth working, trying to form words, little more then the occasional disjointed syllable or strange noise escaping her lips.

"I...bu-...cert-...never...bwahuh..."

Rainbow, however, had no such issues finding her voice.

"BWA-HAHAHAHAHAHHA!!!! You too, miss prissy perfect mane?! You got plowed by ol' one eye too?! Betcha used that freaky X table torture deal you got hidden in your bedroom, huh? That's awesome, didn't see that one commin...but I guess YOU sure did, eh?! BWA-HAHAHA!!!"

Luna couldn't help but smile at Dash's excess, but continued after waiting for her outbursts to recede a bit. Poor Rarity was very much still flabbergasted by both the Princess' response and that of her friend.

"But, to answer your question honestly, Rarity, no. It was no...act of story book romanticism, no grand sweeping gesture, and no, not even his...carnal talents which drew me to the Captain. It was...well...I suppose it was his death."

If it was possible for a shadow form, Shade looked uncomfortable at this revelation, his stance changing subtly, as though he knew this story, and found it no less disturbing for being familiar. Rarity had her flustered countenance overtaken by a look of confusion. That simple statement was even enough to cut through even Rainbow Dash's joviality, her confused frown blossomed into a passable imitation of Rarities own.

Behemoth held his breath as the steps grew closer, edging himself back into a fold in the undulating wall, willing himself to be invisible. He could hear them clearly now, five sets of hoof-falls, the muffled clatter of...three sets of armor. The faint, sweet scent of apple blossoms, and the just as faint, yet unmistakable scent of writing ink and parchment. He relaxed palpably. These weren't more enemies that approached.

He slipped away from the wall, moving back into the dim, intermittent glow that passed for illumination this deep into the Hive. He waited a few more seconds, let them draw a few steps closer, until he could hear them just beyond the turn of the tunnel, barely a dozen strides away. Quietly, as quiet as a whistle could be, he whistled the three tone tune that this group of Guards, HIS platoon, would recognize as a friendly declaring its presence.

They stopped. The steps, the muffled clatter, all sound came to an end, save the steady drip drip drip of unknown, viscous fluid from overhead. Slowly, weapons raised, two of the three Guards came around the corner in a group. Spaced perfectly, the first two were close enough to cover each other, yet far enough apart not to interfere with each others battle flow, should it prove necessary. The third hung back, out of sight, but closer now, Behemoth could hear him breathing heavily, almost gasping for air, each breath punctuated by the moan-grunt that he recognized, having made it himself more then once, that was indicative of at least three broken ribs...left side...low.

"Damn it's good to see you, sir, we thought we were alone this deep in."

The two leading Guards relaxed, their weapons moving back to ready positions. A three toned mane atop a purple head peeked out around the corner behind them. A second later, a smaller, scaly green head came out above it, both sets of pupils wide and reflective in the dim light.

"Is it safe to come out now? Are you sure that's really him? Remember, we are dealing with Changeling's..."

Twilight spoke, a worried whisper. Spike, perched on her back, nodded in silent agreement.

"Of course, of course, you're right,"

The Guard look back and forth from Behemoth to Twilight and back, before his gaze settled on Behemoth.

"Sir, if you...assuming you are...you know the protocol...sir."

Behemoth nodded sagely, his wing blade coming forward and snapping into place with the slightest muscle twitch.

"Indeed, Sergeant, you're right to insist."

Without any hesitation, Behemoth raised a foreleg, and in a single, smooth motion, brought his blade across the leg, just above the knee. A faint trickle of bright red blood made its way down the limb, from a cut so relatively minor that it wouldn't even add to the tapestry of scars that covered his body. The Guard watched the trickle of red for a moment, then nodded, turning to those still mostly concealed around the corner.

"All clear, he's the real Behemoth."

Twilight, with Spike perched on her back, and Applejack came around the corner. Behind them, moving slower and obviously injured, came a third Guard. Behemoth could smell the fresh scent of blood from him even before he saw it dripping down the Guard's flank, beading and dropping from his stomach.

Behemoth stepped forward towards the visibly injured and steadily weakening Guard. Phalanx. Formerly of the Celestial Guard, with the white coat, sun colored mane and fair complexion that were so prevalent among that cadre. Before he was able to speak, Behemoth was intercepted by a fast moving orange blur.

Without a word, Applejack closed on him, throwing her forelegs around his neck and hugging him tightly enough to cause his armor to creak and his vertebrae to pop. After a moment, he gently pushed her away. Even given his not insignificant strength, he only made any head way when she relented and allowed herself to be moved. The Apples where known for their strength, for good reason. He spoke softly, just to her.

"I'm okay, Jackie, really, and I'm sure Mac is too. He's a tough nut, your brother."

She nodded quickly, looking away, doing her best to avoid letting the stallion she'd known since he used to pick on her along with her brother see the tears welling in her eyes. She regained her composure quickly, displaying the less well known yet equally impressive Apple family trait of suppressing their emotions with laudable skill.

"Ah'm...just glad to see ya is all. Mac...Mac'd be mighty sad if you were ta go an get yerself killed...not to mention we're gonna need a little more muscle if we're gonna get outta this mess, an you're a start. An if ah told ya once, ah told ya a thousand times, don't call me Jackie."

He nodded and moved past her with a smile, good naturedly pushing her Stetson down over her eyes in a display of almost brotherly affection. He didn't quite catch the way it brought the flash of a smile to her face, his attention on his wounded soldier. His practiced eye quickly appraising the wounds as he pulled his field medics kit from his pack with equally practiced precision.

"Seems you've made a bit of a mess of your armor, Private."

"I've had worse in training, sir, I'm good to press on."

His voice was lethargic, drained. The last few words almost starting to slur.

"No, you haven't, and no, you aren't. Lets get this armor off, get you fixed up."

"Not...not even going to buy me dinner first, sir?"

Behemoth stifled a snort of laughter, assisting the younger Guard out of his damaged armor and down onto his side. Behemoth set to work as soon as the wounds were exposed. He spoke without turning as he worked.

"Sergeant, watch the downhill track, up should be clear, this won't take long."

As he worked, motions precise and measured, Twilight, AJ and the now dismounted Spike moved in around him, watching him work. His talent for curing pain was easily on par with, maybe in excess of his ability to cause it. Wings and hooves worked in tandem, with a surety of motion and speed that was impressive to behold. As agile and effective as he was on the field of battle, it was easily surpassed. It didn't take long.

"Alright, that'll do."

Behemoth ended his work by pulling a syringe from his kit, tapping out the bubble, and jabbing it into the Privates haunches. Almost immediately, the pain clouding the Guard's eyes blinked away. With a sigh of palpable relief, he stood, moving to re don his armor.

"Thank you sir. That'll get me through the rest of the fight."

"No it won't, Private. I've set you up with basic battlefield triage, but those stitches wont hold up in a fight."

"But, sir-"

"No buts, head back down the way I came in, the path'll be clear, just follow the dead Changeling's. You're talent...teleportation, wasn't it?"

"I...uh, yes, yes sir."

"Good, get clear, then get to Canterlot as fast as you can. Get clear of the Hive before you try to pop though, something about these hives...screws with magic. You try it here, you'll 'port yourself halfway into a wall, and no amount of skill with a suture will bring you back from that one. Get to Canterlot, find Captains Dusk Shield and Shining Armor, tell them, 'Response Protocol Seventeen, Ponyville Library.' Say it back to me."

"I...uh...'Response Protocol Seventeen, Ponyville Library."

"Good. Now go, we don't have any more time to waste."

The blitz of the conversation had taken just a few seconds, and had left the younger colt almost dumb struck, but he still had the presence of mind to follow orders, moving off at a healthy pace, back down the way Behemoth had come in.

Without fanfare, Behemoth stood, repacked his kit, shrugged to resettle his armor, and turned to face the two Guards.

"Well? What're we waiting for, this hive isn't going to flatten itself. You two, watch the rear and flanks, I'll take point."

With that, he was off, the others, even the civilians, quickly falling in step. They'd traveled just a few dozen yards, in silence, before Twilight trotted to catch up to Behemoth as he advanced cautiously yet steadily.

"Mr. Behemoth, sir, I was wondering...could I ask you a sort of...personal question?"

Behemoth glanced at her out of the corner of his good eye. A trivial motion for most, for him it involved turning his head past 90 degrees to bring his good eye in line with the young librarian. She looked flustered, face flushed, breath quicker, shallower then normal, pupils dilated. The palpitations of the artery in her neck placed her pulse at right in the neighborhood of triple digits.

She was stressed, running damn near red line. She'd be seeking any sort of distraction from the fact that she was so completely, so entirely out of her element. After the second it took Behemoth to notice and calculate all of this, he nodded. She needed to talk, it'd do no harm to listen.

"I was wondering...from a purely academic standpoint, of course, if, hypothetically, someone were too...want too...have a...relationship, with one of the Princesses...N-Not any one specific, of course!! This is, uh, entirely hypothetical. But...how would they...I mean, you're the only one I know of who...how did you go about...getting Princess Luna's...uhm...attention?"

It was an odd topic, given the situation, but given how widely known Twilight's 'secret' attraction to her mentor happened to be, not an unexpected one. Behemoth wrote her odd place and time for bringing it up off on the fact that the two of them rarely spoke, or a need for something, anything more trivial to discuss then the task currently being undertaken, or, possibly, good old fashioned naive tactlessness. At any rate, given how disturbingly quiet these tunnels had become after the drones retreat, he saw no harm in entertaining her questions.

He had no way of knowing that twenty feet higher and a dozen feet farther on, a remarkably similar conversation was taking place.

"Well...I suppose I didn't, not at first, anyways. When she returned from the moon, she was...lost. All her friends, her subjects, favorite artists and authors, everything she knew or loved was long since dead. That fact hit her hard. She was...difficult to approach."

"It was decided within the first thirty six hours of her return that the former Lunar Guard, which had been disbanded ten centuries prior, would be redrafted. The problem was, no one wanted the job. Every officer in the Guard, from Junior Lieutenants all the way up to the General himself were offered the post. Every. Single. One, declined. Some gave no reason, some gave bullshit reasons, others stopped just short of saying that they refused to serve a...traitor, a monster. I ended up with the post not because I excelled, not because I was the best candidate. I ended up being the one to put the Lunar Guard back together, frankly, because no one else wanted the job."

"That's downright batty, it woulda been a heck've an honor, I can't imagine all those fellas woulda-"

"You've got to remember when this was, what the overwhelming opinion of Nightmare Moon, and by extension, Luna, was at the time. For years, centuries, parents had been using stories of 'Nightmare Moon', of the 'Fallen Princess', to scare naughty foals into behaving. Everyone, for generations, had been brought up with the story of Nightmare Moon as the ultimate evil, the ultimate betrayal made manifest. I was raised on those stories, AJ, and I know you were too. That kind of ingrained thinking, that deep rooted of a bias, isn't something that's changed overnight."

He slid forward silently, flattening himself against the wall as they approaching another intersecting tunnel and waved the others in behind him. After a moments careful listening, he stepped back out and continued, both walking and speaking.

"Truth be told, even I had my reservations, but, after the mission I'd lead into the Deadland's and it's...messy conclusion a few months earlier, I knew that, at that point, it was either this, take the Lunar Guard and do what I could, or linger in dead-end and pointless assignments for a few more months until they could finally drum up a reason to drive me out of the Guard entirely."

Twilight looked confused as he spoke, chiming in as he paused to catch his breath.

"The Deadland's? There hasn't been a mission that far south in...eight hundred and thirty eight years...roughly. There's nothing there, no reason to go that far south."

"You're right...as far as released, publicly available official records go, at any rate. There have actually been two other missions that far south since those reports were filed. The one I led...and the one that preceded me, that I wasn't ever supposed to learn about. But that is a whole other story unto itself, and for another time. Those two events should be declassified in...oh...about one hundred and forty five more years, give or take."

Twilight looked none too happy about letting go of such a tantalizing bit of history, but her original line of inquisition was still primary in her mind. With a frown, she nodded, urging him to continue.

"When I first met her and assumed the role, I was the first living thing she saw each evening when she woke up, as it was my job to brief her, and the last she saw each morning before she slept. Still, even given that...I think it was three or four months before she even bothered to remember my name, we weren't exactly..."

"-he and I...didn't exactly, 'hit it on', as the saying goes. I was cold, distant. Far too consumed with how much...everything had changed. Even thought I saw him with every dusk, and again each dawn, it was almost six months before I allowed myself to even remember his name. The thought of allowing another to get even that close to me was...so far beyond the pale as to almost be reprehensible. One moment."

Luna looked past them, back to the main group. After a second, Derpy looked up meeting her eyes. With a nod of her head, the Princess silently asked Derpy to join them. This was a story Derpy hadn't heard yet, but she needed too.

As the Guard gathered themselves, and Derpy trotted over, Luna continued speaking to Rarity and Dash. Hesitant at first, the more she spoke, the more she wanted to. Finally being able to share the tale with someone...anyone, was strangely cathartic.

"I suppose, if I had to narrow it down to a single moment when our...relationship began in earnest...it would be the moment he died."

"Died? Now hol' on just a darn minute. Now, I ain't exactly the most medically educated pony out there, but I'm pretty sure I'd be able to tell if you were all...not...bein alive, an what not."

Twilight nodded in zealous agreement to AJ's accurate, if not particularly precise verbiage.

"AJ's right, I mean, medical science has made some impressive advances over the last few decades, but...OH! I get it, you were technically dead for a minute or two, right? Ok, because that's possible, they can restart a heart after up too...I think the record was four and a half minutes, without the risk of long term neurological or nerve damage. What was it for you, between a minute and ninety seconds? Those times are statistically the most common. Or maybe just your heart stopped for a few seconds, yeah, that could be it also."

Behemoth glanced over his shoulder, back at the three civilians. Twilight was engaged, curious, AJ was paying attention but openly incredulous, and Spike was eyeing him warily, as if Behemoth had just grown horns and a third eye. Behemoth turned his attention back to the path ahead before speaking.

"No, when I say dead, I mean dead, Twilight. Total cessation of autonomic functions. Zero heart beat, respiration, or brain activity. Dead. Now, I can't vouch for the exact period of time first hoof, of course, seeing as I was slightly busy being not alive at the time, but if the surgeons, nurses, and Luna herself are to be believed...it was fourteen hours, thirty seven minutes. Give or take a couple seconds one way or the other, of course."

Twilight stopped dead in her tracks. AJ noticed and did also, the Guards bringing up the rear stopped as well. With a reluctant sigh to himself, Behemoth turned back, having suspected something along these lines would be her response. It took Twilight a few seconds to find her voice, a look of skeptical confusion spreading across her face as she slowly spoke.

"That's...that's just not scientifically possible...even with the best medical care in the Empire, that's just...fourteen and a half hours...no, you...there is no way medical science could've brought you back after that long..."

"Well, now that, you're right about. As good as our medicine is, there's no way medicine or science could bring me back after being dead and gone for more then half a day. I did suffer long term nerve damage though, regardless of the skill put into my...resurrection. Somewhere in the neighborhood of half my nerve endings died. Pleasure, pain, hot, cold, any and all physical sensations. I just don't feel anything on the scale that I should...an unintended side effect, but...not altogether unuseful, given the nature of the last few years. Their medicine was good, great, really, but medicine couldn't effect a resuscitation after that span of time. "

He locked eyes with her, his head tilting to the side. The ghost of what might've been a smile flashing across his face almost too fast to see. Behind them all, the Guards stood watch, as stoic and motionless as if they were on a parade ground. They shot each other a glance, only their eyes moving. While they had never explicitly heard this tale, around the barracks, it was, at best, a poorly kept secret.

"There's no way MEDICINE, could do that."

"If not medically, then...how..."

Realization swept across her face with the speed and force of a slap. When she spoke again, her voice was hoarse, ragged and jittery, cold. Terrified.

"No."

Slowly, after holding her eyes for a few seconds, Behemoth nodded silently.

"No. That's not possible. I refuse too-it couldn't, she couldn't, there's no way, it's-"

AJ shook her head with annoyance, interjecting.

"Ok, what're you talkin about darlin, you ain't makin a lick of sense. What's got you so hoodooed?"

Twilight shook her head vehemently, actually taking a step back from Behemoth, as if now, after everything, afraid he might suddenly attack. Her mouth worked silently as she struggled with the words. Behemoth spoke before she could.

"Tell her, Twilight. You can explain it better then I could."

"It's been illegal...for more then nine hundred years...even studying it, much less practicing it...even talking about it is a crime punishable by life long banishment...even then, even if...there aren't any unicorns powerful enough, the magic would require so much strength...so much raw power...it's not possible...not for...not...for a mortal..."

"Twi, yer talkin in circles girl, c'mon, spit it out. Yer actin like he's the dangerous one here, not the fella who's probably gonna get us outta here with our hides in one piece. What is it?"

Twilight glanced quickly to her friend, then, hesitantly, back to Behemoth. She swallowed past the sudden lump in her throat several times.

"Necromancy."

AJ stared at her blankly, waiting for an expanded explanation that wasn't apparently coming of its own volition.

"Necro-what now? Sugarcube, I'm tryin to be patient here, but that-"

"Necromancy. The...worst school of magic that's ever been. It is wicked, and evil and disgustingly vile. It flies in the face of every good and decent..."

She caught herself, taking a deep, steadying breath.

"It's the forbidden magic...of...manipulating life and death, of bringing the dead back to life. Resurrecting dead flesh, forcing a departed soul back into a body. Blood magic. Dark magic. The most evil application of magical power that has ever existed-"

Behemoth smiled openly. Genuine amusement twinkling in his good eye as he interrupted her monologue.

"And the single, solitary reason I'm standing here today. The surgeons, good as they were, managed to piece my meat back together, stitch me up, sew me back into one piece...I was lucky...there was a healthy supply of spare organs to replace the ones I'd lost...and more then enough blood, which, as I understand it, is needed for that kind of spell work."

Twilight was speechless, AJ was silent as well, staring at him wide eyed, turning just a little green. Spike broke his silence.

"Wait, you're not...he's not...really dead, is he, cause, that'd make him...a zombie...zombies aren't real, right? Twilight? You told me zombies weren't real..."

Behemoth seemed to consider this for a moment, his head cocking to the side, a slight frown adorning his features as he mulled it over.

"Well, I don't know if I'd use that term...I suppose its kind of fitting in the sense that I was dead and aren't any longer...but the traditional 'zombie' traits...I have a pulse, warm blood pumps through my veins, I speak, I think, I only consume the flesh of ponies and young dragons on Tuesdays-"

"It IS Tuesday!!!"

Behemoth couldn't suppress a smile at Spikes exclamation.

"A joke, Spike, just a joke. I'm not a zombie, not the undead. I don't really hunger for flesh. If anything, I WAS dead, and just...well...I got better."

The three civilians stared at him in silence, struggling through the implications of this new revelation. Twilight in particular, looked as if the world itself had been turned on its head. Her mind was running a thousand miles a second, she nearly seemed to be in tears. When she finally managed to find her voice, it was thick with emotion.

"Was...was it...Luna?"

Behemoth nodded.

"Yes."

"But...why?!"

Behemoth shrugged casually.

"She needed what I knew. What I'd seen in the primary Hive cluster more then a thousand miles south, what I had learned about their hierarchy, their tactics, society, their culture...their power. She didn't save me because she loved me, or needed me, or couldn't live without me...she brought me back, forced the tattered and torn shreds of my...spirit, essence, anima, whatever you want to call it, back into a dead and decaying shell, barely and not completely preserved by the best medical minds in Equestria...because she needed to know what I knew. She melded my flayed soul with her own, siphoning out a bit of her self to fill in the cracks, to smooth the holes left when she tore me, brute force, out of the afterlife."

"So...wait a minute...you've got...the Princess used her own...whatever, to spackle over the holes left in yer own...whatever?"

Behemoth nodded.

"Yes. It's that connection that allows her to know where I am, constantly, in any place or time. Its that...link, that allows her to speak directly into my mind...it was that connection that allowed her to see my past. She is literally IN my mind, you understand. Everything I've ever said, everything I've ever thought, everything I've ever done, she knows, as soon as I do. She can flip through my memories as easily as you flip the pages of a book. She can, and probably has, watched every moment of my existence from birth until today, without missing a beat. My hopes, my regrets, my wishes and dreams, she knows it all, and something, somewhere in that cavalcade of guilt, psychosis, brutality and passion, she discovered something that drew her too me, some redeeming trait that, honestly, even I'm not entirely certain what it is. But it's apparently enough to make a fellow like me worthwhile to a...a being like her."

Twilight was silent, the fear and recriminations in her eyes fading a bit at this revelation, as those emotions were overtaken by a glimmer of understanding. After a fashion, he had answered her question, it just wasn't the answer she had expected. AJ, however, had questions of her own.

"Ok, awright then, that makes sense...I guess...probably...but, yer glossin over one big, maybe important detail. How in tarnation did a rough n tumble brute like yerself end up gettin killed in the first place?"

Above and away, the conversation between Generosity, Loyalty and the Princess was taking a very similar tract. It was Rainbow Dash, who echoed the question that AJ had just asked.

"His death, came on the day the Changeling's attacked Canterlot. As memory serves, the seven of you were there, to attend the wedding of Princess Mi Amore Cadenza, so, you undoubtedly remember the chaos of that attack."

"Of course, your Highness, we remember that dreadful event quite clearly, I assure you. However, as...uncouth, as the Changeling hooligans were, I do not recall them killing any of the Celestial Guard. They seemed rather more intent on entrapping them."

Rainbow nodded in agreement, as did Luna half a second later as she replied. Derpy sat silently, listening intently without response.

"Yes, they sought to enslave the citizenry, as well as my beloved sister, her court, and her Guard. I, however..."

Her face changed at the memory, a pallor, almost a sadness settling over her features.

"What few know, one of the many pieces of intelligence I later learned from Behemoth, in fact, was that the Hive had infiltrated Canterlot weeks, perhaps months before their assault. They had taken and replaced a series of citizens from the Capital, to move amongst us and chose their targets."

"And nobody noticed em?! Jeez, were all the Guards out to lunch or what?!"

"Well, they were quite adept at altering their appearance Rainbow Dash, perhaps that is why they are called Changeling's, hmm? Please, your Majesty, do continue."

"These infiltrators, by and large, gathered their information second hand. They chose targets and established tactics not on a first hoof tactical appraisal, but strictly based on the thoughts, opinions, and attitudes of the gamut of citizens they moved through unnoticed."

"They didn't, for example, survey Guard deployments or patrols, they didn't bother watching and learning how the Constabulary responded to one emergency or another, instead they would...attend sporting events, loiter around coffee shops, spend hours on public transportation, just listening to the background conversations of the populace, using that to form a...sub-textual understanding of the society they were going to assault...I'm not at all convinced of the...strategic viability of such a method, but, it was certainly an original tactic."

"At this time, there was still a significant...distrust of me, and, by extension, my Guard. By no means was the doubt and mistrust of me all pervasive, this generation has shown a remarkable capacity for forgiveness and kindness, but my detractors were still a vocal enough group of the Canterlot citizenry that such an opinion directly effected the Changeling's approach to the city. While the general population, my adored sister and her Guard were deemed suitable candidates for subjugation...it was decided that I..."

She sighed, hesitating for just a moment. She met Derpy's eyes in the span of that brief pause, and for the first time in almost a week saw a faint glimmer of the light, the curiosity that had been so savagely snuffed from them. That single spark was enough to encourage Luna to continue her tale...as unpleasant as such memories were.

"That I, and by extension my Guards, were devoid of love. Cold, calculating, and brutal, that I was the monster of camp-fire tales and ghost stories, and that, by simple proximity, those who served me were just as evil, just as void and wicked...so, where as the others could be captured and fed off of...I...we...had to be eliminated."

"Eliminated, oh dear heavens!"

"Psssh, yeah, right, like even a bunch of Changeling's could be a threat to you, heck, I've watched you zap to pieces a couple of dozen of the little punks in the last ten minutes!!"

"True, they are, individually, no real threat to me. Not while I'm awake and can defend myself, at any rate. They, however, proved smarter then that. Their overt attack came in the height of the day, while I was asleep. Somehow, they came by the information that belied an alicorns only weakness. When we sleep, such is the level of our massive expenditure of magical energy on a daily basis, that our sleep is all consuming, the cycle of rejuvenation impossible to break. As a result, quite simply, nothing can awaken us once we are down. Only a completion of the cycle will cause us to stir. If their surprise attack had managed to breach my Citadel...they would have quite simply butchered me in my sleep, and there would have been literally nothing I could have done to stop them."

"Wow. Uh...ok then. So, he was your Guard Captain, I remember AJ saying something about that, so I'm guessing he kept em away from ya...so, is that where he lost his eye?"

Luna nodded. She glanced at Derpy, then quickly away. She had trouble meeting Derpy's eyes...those eyes the same golden hue as Behemoths.

"Yes. That is where he lost his eye...and his life. As...as I'm sure you recall, the Changeling attack began shortly after noon. Behemoth...Behemoth and thirty one of my Guard, all that there were at the time, held the door into the Lunar Citadel for almost seven hours...seven whole hours they fought, and, one by one, I later learned, they were overwhelmed. One by one they sold their lives dearly to defy the Changeling King, and his force...his...horde."

Her next words were barely a whisper, more for herself then any others as, for the thousandth time, she replayed the images of that fateful day through her mind, as seen by Behemoth.

"In all my years, in all my centuries...I've never seen bravery...never seen resolve of the sort I saw in those thirty one souls..."

"The Changeling...King? Uhm, your Highness, we were not aware that such a creature even existed."

Even confused, Rarity held to proper language and decorum. As prim as her voice was, it harshly snapped the Princess out of her reverie.

"Yes, I am sure that you aren't. I went to extreme measures to make certain that no record of that monsters existence was ever made public. It's autopsy report is the only physical file I allowed to be kept, the only one that was not burned, incinerated along with its corpse. It was kept so that we may better understand such a powerful foe. That single file is more heavily guarded then even the Royal Treasury, those Guarding it are not even aware of what they protect, and only I have access to it."

"But...why? Why wouldn't you want everyone to know that side of the story? Behemoth and his Guards...they deserve to be seen as heroes of Equestria, recognized as your saviors. Why are you hiding what they died for?"

Luna sighed heavily, when she spoke, the tone of her voice made clear that the reason she gave, wasn't one she was particularly fond of. It was the first time Derpy had spoken, and as quiet as her voice was, the recrimination in it was plain to hear.

"Because, over the last thousand years, my darling sister has gone to great and extreme pains to ensure that the more...brutal nature of our society has stayed well and truly out of the public eye. Murder, rape, all the cruel, brutal and savage acts of any civilization are no less common now then they have ever been...but Celestia has done everything she is capable of, to ensure that knowledge of such things is suppressed, buried, and ignored. Those guilty are punished, severely, but the facade, the sweet and kind, tissue thin veneer, the velvet curtain of innocence and benevolence must be maintained at all costs...the alternative...this civilization may very well not survive the harsh reality. The truth about the level of...depravity, of sheer evil that you are capable of."

She allowed that thought to linger in silence for a few seconds, before returning to her original narrative.

"When the fight was done, when the monstrous form of the Changeling King lay dead, finally brought low by my magic and the last, valiant effort of Behemoth's dying breath, six hundred and eighty six drones, and two Changeling Guard had died beside their patriarch...and thirty of my Lunar Guard had also fallen...including Behemoth. Run through the chest by the King's own blade. A blade that snapped off in the process...a blade that, as a fitting display of Behemoth's sheer determination, he pulled from his own chest, and rammed through the eye socket and into the brain of the Changeling King. My magic had weakened, partially melting the Kings armor around his head, but it was indeed Behemoth that struck the killing blow. Dusk Shade, then Sergeant and now Captain of my Guard...was the only mortal to leave that boulevard alive."

Rarity and Rainbow, in a very rare display, shared the same disturbed look at the gravity of the situation and those events that had led to it finally sunk in.

"But, to more accurately answer your question...when I resurrected him, the connection required by that act allowed me into his mind...a mind unlike any other I have ever encountered. He is...absolutely dedicated to doing what he believes is right...is necessary. Once he has chosen a course of action, he WILL carry it out, no matter how...bloody, how brutal...how cruel the act may be. He will torture, he will maim, he will kill...he is capable of great and terrible acts of brutality, but also a doting, devoted kindness that is rare in the extreme. The dichotomy of his mind is almost miraculous. That...singular determination, the dogged surety. I've never encountered it in any other being, mortal or not."

As Loyalty and Generosity were processing in stunned silence, a Guard from the main group approached Luna, his shoulder chevrons indicating a rank of First Sergeant. When he spoke his voice was low, calm, reassured.

"Triage is complete, your Highness, we are ready to move out at your order."

She looked past him, watching for a second as Fluttershy and Macintosh helped the last private back to his hooves. Once she was up and stable, Luna's gaze returned to the Sergeant.

"Very good, gather your troops, it's time to end this."

He nodded and turned to face the marshaling squads. His booming voice barked out, a far cry from the deference and restraint he had shown in addressing the Princess.

"Alright, that's about e-damn-nough lolly gagging, form up, double forward wedge, watch those flanks, time to get this dance done!!"

The over a dozen Guards moved with practiced efficiency into a staggered double column, wrapping their numbers around the smaller group of civilians without need for specific instruction. Dash and Rarity moved to join Flutters and Mac, Derpy, however, lingered, finally speaking, her voice subdued far enough that her words were only for Luna.

"I want you to know...I understand why you did what you did...to Behemoth. I understand it..."

Luna turned, meeting the cold, burning intensity of the young mail mares golden eyes. Something in then caused Luna, powerful as she was, to suppress a shudder.

"I understand...but I'm not sure I'll ever be able to forgive you for using him like that."

Without waiting for a response, she moved back to the others. Shade shot his Princess a concerned frown as a look of quiet despair stole across her features. Half a second later, it was gone, no trace of the pain he'd seen mar her beauty remained, wiped away so quickly he wasn't entirely sure he'd even seen it.

He said nothing, and assumed his place in the column.

Alone again with her thoughts, Luna spoke words lost on all but herself in the din.

"I know Derpy...I know...I'm not sure I will ever be able to forgive myself..."

"Well, that's about enough jawing, I s'pose."

Behemoth, his voice hushed again, had flattened himself into a recess in the undulating wall. The chitinous scrabble and high pitched chittering that was so uniquely the sound of a Changeling swarm echoed up in a confusing tumble from a organically formed tunnel that split at a Y, carving deeper into the bowels of the Hive. He took a moment, looking from the steady and stoic faces of his Guard, to the far less confident visages of the three civilians.

"You all ready for this?"

"No."

It was Twilight that responded, her proclamation swift and certain in its negativity. She visibly gathered herself. AJ and Spike as well, visibly psyched themselves up for the approaching madness.

"Not even a little bit, but lets do it anyway."

Without further ado, Behemoth led the small group single file through the narrow passage as it wove its way deeper into the monolithic Hive.

As they wormed their way through the corridors, winding and twisting deeper into the bowels of the hive, their vision adjusted to the dim, pale green luminescence that seemingly leaked from the very walls around them, diffuse and without any clear source. Around another corner, they were suddenly entering a wide, low chamber. Roughly circular, stretching off to their flanks for fifty yards in either direction, the vaulted ceiling curving away overhead, capping the room with a low hung, undulating dome of gleaming black resin. Under their hooves, beneath a dully reflective walkway of Hive chitin, oily black liquid filled the room from wall to wall, motionless and still as glass, without so much as a single ripple to disturb its mirror fine surface.

"Oh. Well, fuck."

Taking in the sudden change of scenery, Behemoth's tracking eyes fell upon the far edge of the gargantuan subterranean dome. The location of the drones that had withdrawn was no longer a mystery. They hovered there en-mass. Dozens of them, over a hundred being a distinct possibility, their chitinous bodies hanging in the air, bobbing slowly like small boats in a tidal swell. Otherwise motionless, soundless. They turned as the five ponies and the young dragon breached their inner sanctum. The snarled in silence, leathery lips pulling back over glass needle teeth, but made no noise other then they dull, monotonous buzz of their hovering. They did not move to attack, as if waiting for something.

What that something was, wasted no more time making itself known.

It started with a ripple. The faintest of concentric circles marring the perfect mirror finish of the inky black, chemically stinking liquid below their hooves. The faint ripples steadily became more and more pronounced, where once they were barely discernible, after a few seconds they were undulating across the surface, sloshing at the resin walls as some monstrous shape moved in the depths. Still, the drones didn't attack.

As the sloshing tumult continued, four strange tubes broke the surface, moving in tandem, the same slightly reflective black chitin as the drones, yet visibly thicker, and with noticeably less of a sheen, more matte, as if dulled by age. The four tubes moved towards the walkway above the liquid, their distance from one another constant and unchanging. The closer they came, the more of their apparently considerable length came out of the vile fluid.

"I-I don't like this, whatever is coming, given the size and intensity of those cavitations, it's got to be of considerable-"

"Ho-ly screamin sheep shit..."

While Twilight's appraisal was certainly the more scientifically accurate, AJ's terminology more accurately captured the opinions of the Guards.

A massive jet black shape welled up out of the liquid, heaving its monstrous bulk up onto the resin walkway which creaked and groaned, struggling to support the weight. The liquid poured down off its frame, pooling and running together when in hit the floor as if it were mercury.

Six legs the diameter of healthy trees cracked and crunched over resin broken by the weight, the body resting atop them more then as wide as Behemoth was tall, the creature towering more the twice Behemoths not inconsiderable height. The four stacks that had first been seen breaking the surface jutted up from its back. They were blunt, conical protrusions belching a foul, noxious fog every several seconds, which built and billowed, forming a fugue knee deep around the beast.

A glow the same pale green as the background luminescence that leached from the walls leaked out from two formless, pupil-less eyes, only much brighter. The creature had no nose, no mouth, no ears, its face below the eyes covered in a thick plate of matte black chitinous armor, akin to that which girded every other inch of it. It stood upright, roughly centauroid in shape, a heavily armored upper body, its two powerfully thick arms ended in blades more then six feet long, their length wickedly curved, gleaming metallically in the faint light. A faint, high pitched moan could be heard as the creatures bulk moved slightly with its breath, the blades keen enough to cut the air itself with even such a minor motion, causing the nerve wracking moaning.

Behemoth stepped forward, gaze locked on a creature the likes of which he had never hoped to see again. In a hushed, almost panicked whisper, it was Twilight who broke the dreadful silence.

"What...what in Celestia's name is that?"

Without looking back at her, his intact wing and the attached blade rising to a ready stance of their own accord, Behemoth answered.

"That...is a Changeling Guard...this Hive must be more important then I-"

"KING KILLER."

The voice was horrible. A buzzing, clicking, roaring chorus of a thousand different voices, speaking over and around each other to form words the very sound of which were nauseating.

"KING KILLER. WE KNOW OF YOU."

"HE WHO'S RECKLESS DESPERATION SLAYED THE FATHER OF US ALL. THE FATHER ANCIENT BEYOND YOUR PITIFUL UNDERSTANDING OF TIME."

"WE WILL END YOU, AND BE RISEN TO KING IN REWARD FOR YOUR DEATH. THE NEXT GENERATION SHALL BE OUR SPAWN. WE SHALL BE THE FATHER NOW."

Behemoth licked suddenly dry lips, swallowed past a lump in his throat as dry as desert sands. He remembered this voice, the way it came from nowhere, the way every word scratched behind his eyeballs. He spoke with a confidence he didn't feel. He wanted nothing so much as to turn around, to fly out of this resin encased hell as fast as his wings could carry him. He didn't. He knew that if he were to do so, even if he managed to escape, he'd be dooming AJ, Spike, Twilight, Delta and Iron Heart to a fate worse then death.

"Just one problem with your delusions of grandeur there, Lumpy, I'm not dead yet. And unless you're planning on talking me to death, you big ugly bastard, you better get to it. Come on then, you won't be the first of your kind I've killed, probably won't be the last."

"YOU DARE SHOW SUCH DISRESPECT? YOU WILL SUFFER FOR YOUR INSOLENCE. FOR MANY OF YOUR DECADES I HAVE-"

As the monolithic Changeling Guard continued in its customary monologue, a trait he'd encountered in this species before, Behemoth chose that moment to act. He spoke over his shoulder, as he started moving.

"Defensive posture, protect the civilians."

The unicorn Guard that had arrived with AJ and Twilight nodded, a translucent bubble appearing around the five of them as Behemoth moved.

"Oh! I know this one! Lets see..."

Twilight stepped up next to the unicorn, and with little more effort then a blink, added her own prodigious power to the Guards magical barrier. It filled out, its color darkening to a deeper hue. He glanced back at her, catching her eyes, thanking her silently with a nod. Twilight blushed fit to burst, sheepishly returning the smile and nod. Behemoth was moving, gaining speed over the few short seconds it took for this to unfold.

With an almost dainty hop and a sudden sharp beat of mismatched wings, Behemoth was airborne and ballistic, heading straight into the Changeling's face. With his customary speed, his wing blade slashed brutally, punching a deep gouge into excessively thick chitin...and forever snuffing the light from the creatures right eye.

The Changeling reared up, hundreds of pounds of its front body rising up so far on its last two legs that it's massive head smashed into the dome overhead, bringing down a rain of shattered resin and severed stalactites. A booming, echoing roar of pain and fury reverberated through the closed space, almost deafening in its echoes. Behemoth landed, skidding to a stop fifteen feet beyond the Guard, after having almost flown into the still stationary drone horde. As soon as momentum abated, he noticed something wrong.

Rising smoke and an acrid, burning stink drew his attention to his intact wing. The wing blade, the last surviving specimen of Solstices mechanical genius, the blade that he had worn through every battle of his life, that had served him well time and time again against Changeling's and a myriad of other threats, was sizzling and popping, its fine, brilliantly honed edges softening and drooping, pits and holes melting through it as the blade and intricate mechanism melted away. Hastily, he fumbled with the leather straps, just managing to shake it off before the powerful biological acid started eating into his flesh. It clattered to the floor, a mangled mess that swiftly dissolved into a formless, fetid heap.

Deep, booming laughter started low from behind him, slowly building and rolling to fill the chamber with its echoing, mocking tone.

"FOOLISH MORTAL. WE HAVE EVOLVED. YOUR WEAPONS ARE MEANINGLESS TO THE CHANGELING GUARD NOW. CEASE YOUR FOOLISH RESISTANCE, IT IS FUTILE. ACCEPT YOUR FATE. ACCEPT YOUR DEATH."

Behemoth stared at the misshapen lump as it dissolved into nothingness. The last vestiges of Solstices brilliance, perhaps the greatest mechanical mind Equestrian society had ever known, melted away to nothing. The ground shook beneath his hooves. Behemoth looked back over his shoulder to watch the Guard, master of this Hive, swing its massive bulk around to face him, quite a feat on the, for it at least, narrow walkway.

"Oh, don't misunderstand, you massive fuck, I've killed your daddy, and two of your brothers. I'll kill your silly ass too, I'm just gonna have to be a little more inventive about it."

He was moving before he'd finished talking. The Changeling's advantage in strength, in sheer power was undeniable, to go hoof to hoof with it would have been mindless suicide. Behemoth darted in, straight at the monster. It drew back a massive, scythe of an arm, a blow from which would cleave Behemoth in half, armor or no. Behemoth went into a barely controlled half flight half dive with a single beat of his wings, the blade passed overhead close enough that he could feel the rush of air displaced by its swing. Passing so close to the creature that he actually grazed off the dull black armor along its flank, Behemoth's ballistic trajectory carried him well beyond the beast...and well clear of the explosion of resin as it's absurdly powerful swing smashed to glass splinters one of the vertical columns scattered randomly through out the chamber.

"Ohh, so close ya great mighty shit, only missed me by a couple dozen feet!"

Behemoth landed smoothly and was moving again instantly. By the time the Changeling had turned to face him again, Behemoth was squared off with it once more.

"Try again, I'm sure you'll get me this time."

With a wordless grunt of annoyance, it lunged at him again, both blades swinging wide and high, the arc described by their passage a one hundred and eighty degree span in front of the creature, high enough that there was no going over them. So Behemoth went under.

He'd betted on the slick, smooth yet slightly wavy surface of the floor to not provide undue friction, a gamble that paid off as he slid between the creatures six tree trunk legs like a runner sliding into home. He was up and moving again as he once again heard the dreadful crash and shattering glass cacophony of the Changeling toppling another vertical column.

"HOLD STILL VERMIN, DIE WITH DIGNITY!!!!!"

It swung around again, almost losing it's footing in it's haste. The surface of the walkway under its massive armored hooves had been crushed and shattered, reduced to a gleaming black powder that drifted around the creatures ankles, like a low rising fog that shimmered in the dim green light. Beyond, the Changeling horde surged and waned, like a chittering tide. The Guard was still exerting his will to force them to stand down, to stay out of the fight. He wanted Behemoth's death to be his alone. The Changeling's ego overrode his logic, he lunged at the bothersome fly, smashing forward with a burst of impressive speed given his size, intent on crushing Behemoth like the troublesome insect he was. Behemoth smiled.

A fraction of a second before the impact, the Changeling Guard realized his error, too late, however, to stop his momentum. He plowed, head first and lowered into the largest vertical pillar the chamber had to offer, even it's considerable girth incapable of withstanding such an impact.

With a creaking groan, the over stressed roof buckled. A spider web of cracks and splits exploded across the roof above the Changelings Guards head, as fast and jagged as a bolt of lightning. It barely had a chance to stand, and turn its faceless head towards Behemoth before the collapse began. A single, glowing green eye locked with a single vibrant gold. The glowing green remnants of the eye Behemoth had taken were running down the right side of the monsters mouth-less, nose-less face. The Guard was capable of no expression, none was necessary. Behemoth met its gaze with a steel cold grin. The first pieces to collapse were among the smallest, from the size of peas to your average wagon wheel, they bounced and skipped off the Changelings armor, their impacts barely fazing the brute. Then the rest came crashing down.

Chunks of obsidian black resin weighing hundreds, thousands of pounds rained from above, some exploding like artillery shells when they hit the floor, filling the air around them with whizzing, razor sharp blades of jet black death. Before the first had impacted, Behemoth was airborne. His task complete, he threw himself into flight straight towards the relative safety of the magical bubble. A hole opened in its shimmering perimeter just long enough to allow him to slip in, a tidal wave of resin dust as lethal as powderized glass nipping at his heels.

The din was apocalyptic. A roaring, crashing, devouring rush of noise that left no room for any other sound. As the deafening cacophony filled the room, drowning out all other sound, a glittering cloud of black resin dust enveloped the scant sanctuary of the magic bubble. The chamber, wide as it was, disappeared, swallowed by the darkness.

Slowly Behemoth pulled himself to his hooves. His flight had been so fast it had required a landing that somewhat lacked in grace. He looked around himself, locking eyes, in turn, with each of the five others he shared this narrow refuge with. He gave, where it was needed, what little comfort he could with a silent nod of reassurance. Beyond the shimmering, purple-blue haze, the swirling, glittering black clouds were all there was to see. No sound penetrated the lethal glass-fog, the only noise heard was their breath and the faint hum of the summoned barrier. For all intents and purposes, they may as well have been at the bottom of the ocean. Stranded. Alone.

"Is it...is it dead?"

Twilight's voice was shockingly loud in the confined space, reflexively snapping Behemoths head around to her. She was frowning slightly with the effort of maintaining the barrier.

"Has to be. Tough as those bastards are, and believe me, they fucking well are, nothing could survive that."

"Well, we're gonna find out soon enough..."

AJ spoke, garnering Behemoth's attention, and she nodded past the barrier, where the resin-glass fog was already starting to settle.

"Alright then, we've got to be ready. This bought us a little time, but that horde is still out there, and without the Guard to control them, to anchor them to the Hive Mind, they'll be full on feral. They'll be tearing at each other, but more then enough will come at us. Once it clears, and they see us, this is gonna get really messy really quick. What we've got to do is-"

As the saying goes, no plan survives contact with the enemy. This proved true as Behemoth's strategising was foiled before he could even articulate it. His words died on his lips as the air cleared, and there, still floating sedately at the end of the chamber, holding ordered ranks, was the Changeling Horde.

"They uh...they don't seem that feral B, I ain't seein much tearin goin on..."

The concern plain to hear in AJ's voice provided voice for the rising disbelief in Behemoth.

"No. He can't still be alive, not after that, not after..."

The chamber had changed drastically. A huge portion of the ceiling had come down, tearing a great rent higher up into the Hive, laying several smaller chambers above and a mad maze of tunnels open to be seen. A low, rolling sound, like great granite slabs grinding together emanated from the heaped debris in the center of the hole. A great mound that began to shift and shudder, rivers of powderized resin trickling down into the vicious inky fluid, a dozen miniature landslides that sloshed and splashed the chemical stinking liquid, as the rolling, grinding sound resolved itself into the mingled, jarring laughter of a thousand voices.

The heap trembled and shuddered, sloughing off chunks of resin that tumbled down the slope to be swallowed by the liquid. Where it splashed up onto the remnants of the walkway, it ran and coagulated, trailing back together into larger pools and puddles before moving itself like mercury back into the chamber wide pool. The laughter continued, becoming clearer and more distinct, the pile of rubble pushing up and out as the Changeling Guard stirred. With one final effort, a monolithic single chunk the size of a cargo wagon slid skittering down into the liquid where it was quickly swallowed into the depths.

It's massive dome of a back rose into sight, the chitinous armor cracked, dented and crushed. Brilliant green, glowing blood seeped from between the interlocking plates from a dozen different wounds. Three of the four respiration stacks on its back had been smashed off or crushed, but still it lived, still it laughed. It clambered slowly over the pile, one of its six legs was stuck, trapped in the debris. Without hesitation it swept the massive scythe of its left blade back, freeing itself and severing the rear most limb on that side at the knee. Jets of pressurized, glowing blood spurt out onto the dusty debris, the creature showing no response, even to this wound. Upon reaching level ground, it stood again to its full height, locking eyes with Behemoth once more, as the laughter of a thousand voices faded away.

A tingling rush ran up Behemoths spine as he realized this fight was far from over. Faintly, as if from the bottom of a well, he heard Twilight gasp, Spike whimper, and AJ swear in dismay. Even his Guards faltered, stepping back several strides from the battered monstrosity in spite of their training. Silence reigned, none spoke for what seemed to be centuries, but could've only been a span of seconds. As it always is, that silence was swiftly and definitively broken.

"KILL THEM."

With a shrieking, undulating cry of released rage the Horde surged forward as one, A gleaming black wall of soulless, thoughtless death. The Hive Mind compulsion whipped them into an instant frenzy, throwing them recklessly forward, over a hundred bearing down on five. The Changeling's had the advantage of sheer numbers, quantity over quality.

Behemoth knew how this was going to end. Three Guards and three civilians against over a hundred blood crazed drones, the was only one way it COULD end. He grit his teeth, stepped back in line, flanked one either side by a Guard, Twilight, AJ and Spike at his rear. He felt no fear as his doom approached, chittering and roaring, he'd always known that it'd end this way, on one battlefield or another. A peaceful passing in bed, long years from now, surrounded by loved ones. The cliche was a comforting delusion, but wasn't for him. He was destined for something else. For blood.

He resigned himself to take as many of the Changeling bastards down with him as he was able.

The swarm came across the chamber at full speed, in mere seconds they ate the distance to the small pocket of ponies.

A beam of coherent, blue-white light flashed across the room into the flank of the horde, moving through the charging ranks in a single smooth, softly undulating line. Where it hit the wall, it sizzled and popped, liquefying the resin, causing a series of high pitched whistling thuds as steam pockets vented explosively. Where the beam met a drone, the effect was much more dramatic. Limbs or wings were severed cleanly if the drone was lucky enough to be only struck a glancing blow, those hit full on simply exploded, their internal fluids flash heated so quickly that they literally detonated in mid air, in a mist of green steam and shattered black chitin.

Following the beam to its source, Behemoth watched as Luna, mane and tail streaming out behind her like a comets corona, eyes glowing the same blue-white as the beam, slid sideways down a tumbled ramp of scree that had formed when the ceiling collapsed, linking this chamber with the wide boulevard that had passed overhead. More bolts and beams of energy joined Luna's as her Guard followed her into the fight, flying, charging, or teleporting down the debris ramp according to their abilities.

Behemoth turned at the sound of rapid hooffalls from behind, coming down the path he had taken in. The third Guard section, those he had left to defend the breach, came galloping in, heading towards the building fight at full charge. Their presence was a direct violation of their orders, but Behemoth knew this was hardly the time for such concerns. Success or failure...life or death, hinged in how the next few moments played out. He'd need every advantage he could get.

Hit in the flank, counter charged from two sides, the horde faltered, finding itself suddenly ambushed, the Hive Mind itself was knocked reeling. The drones milled about as if in a daze, taking several precious seconds to reform against the sudden new threats. Those few seconds were enough, and the Guard, even still outnumbered ten to one, tore headlong into the mob, wreaking a terrible toll as the battle was joined in earnest.

"GO, GO, INTO THEM!!"

Behemoth led his two Guard in, AJ, Spike and Twilight hot on his heels. Luna's voice, magically amplified, boomed through the chamber, echoing, ringing as strong as thunder.

"NO QUARTER, NO PRISONERS, SLAY THEM TO THE LAST!!"

The battle was vicious and brutal, bloody and savage. The Lunar Guard and the Changeling Horde battled from one end of the chamber to the other. On the ground, the two forces hammered into each other, in the air, pegasi swirled and battled drones above the raging ground bound melee. From the perimeter, Unicorn Guards took careful aim, blasting apart any drone that wandered out into a clear field of fire.

Twilight had moved swiftly to flank Luna, focusing her own formidable abilities more on defense then offense. Twilight was rapidly sending up magical walls and protective bubbles, doing her appreciable best to protect as many of the Guard, and as many of her dear friends, as she could. Even Spike got into the fight, perched of Twilight's back and spewing what fire he could muster at any drones that came too close. More then one was sent shrieking away from Twilight as it's surprisingly combustible body ignited.

Rarity was opposite Twilight, and although her skills weren't on par with Twilight's, she still did what she could to blunt the attacks aimed at those near her.

Dash was a multicolored blur zipping through the higher reaches of the section of the dome that had not collapsed. She would bank in, smashing a hoof into the back of a drone as it battled a Guard, then she'd peel away, circle back and hit another while it was distracted. An ineffectual trail of half a dozen drones was struggling to pursue her, but couldn't quite close the distance.

Fluttershy, in a display of amazing courage, was running right through the thickest of the raging battle, her saddlebags heavy with gathered medical supplies, she went to fallen or injured Guards, rendering what aid she could, doing her best to ignore the danger as there were more every moment who needed her help.

AJ had moved to join her brother, and the two of them together were a force to be reckoned with. Their sheer strength was miraculous to behold. Their legs were as subtle as battering rams. AJ spun on her front hooves, flexing her back and smashing her rear legs into a drones chest so hard she snapped its spine. It fell to the ground in a disjointed heap. Mac wasn't quite as fast as his sister, but his blows struck with much greater force. More then once his hooves punched clean through a drone, knocking a hole in one side and out the other, smashing the entire creatures insectile form to broken tatters.

Behemoth moved to join AJ and Mac, the two Guards with him peeling off to join their squads in the pitched battle. Wing sweeping low as he moved, Behemoth snatched up a resin blade that had once been attached to a drone, arming himself now that his customary wing blade was nothing but a bitter memory. He'd had it in his grip for less then a second before he slashed another drones throat with it, as it moved in to blindside AJ. Her head snapped around, her body readying to strike as she heard the drone die. She relaxed for a second as she met Behemoth's eye, she grinned, her face flushed healthily with the effort of combat, it was a grin Behemoth mirrored.

"Having fun yet, Jackie?"

"Heh, one thing I'll say about ya, B, you sure know how ta show a filly a good time."

Any further banter was cut off, their voices drowned out, their ears almost deafened as the Changeling Guard made his presence felt. A roar of such terrible fury, such unrelenting force that it was a physical thing, buffering and battering at those who had strayed too close. Such a primal sound causing a wave of instinctual, primal dread in the mortals that heard it.

It crushed its way forward, a very brave and very foolish Lunar Guard pegasus swooped in, scoring the beasts armor across its chest. With a flick of its massive left blade, almost too fast to follow, the Changeling Guard lopped the foolhardy pegasi's head clean off in one fell swoop.

Two more Guards threw themselves against the monster, and were struck down before they could land a single blow.

"Damn... We can kill all the drones we like, but if we don't deal with that bastard he'll take us apart."

AJ and Mac both looked to Behemoth as he spoke, AJ distractedly wiping the splattered remains of yet another drone from her hooves as she did so.

"Well, awright then, lets finish the big ugly fucker."

"Language, AJ."

She couldn't help but grin at her brother and his contextually ridiculous chastization. Without another word, the three of them turned, charging towards the Changeling Guard as it smashed it way forward to meet them.

Behemoth went in first, relying on the Guards fury with him to skew its rampage in his direction. The great beast obliged.

"YOU DARE TO RETURN, PEASANT? YOU WILL NOT ESCAPE AGAIN!!"

As resilient as the monster was, the collapse had weakened it, slowed it. Behemoth ducked under a wide, neck level sweep,and weaved, using a short burst of wing power to jet laterally, avoiding an overhead blow that buried a sickle blade over a foot into the floor where he'd been half a second before. Thanks in no small part to combat sharpened reflexes and more then a decade of experience, he dodged and taunted, staying tantalizingly close, but just far enough out that the Guard couldn't land a blow. The distraction was complete.

AJ and Mac hadn't slowed as Behemoth drew the creatures ire. As he drew its attention off to the side, it's focus was so complete that it had inadvertently turned its flank to the charging siblings.

In a move executed so perfectly it very well may have been rehearsed, as they drew closer, AJ fell back, letting Mac take the lead, and with an impressive display of agility hopped up onto the back of her large sibling without either of them breaking stride. As he reached the flank of the massive Guard, he stomped his front hooves down, punching several inches into the resin of the floor. Using his forward momentum, Mac spun one hundred and eighty degrees, his back legs rising out behind him, his entire considerable weight thrown into a single powerful strike.

As thick, as powerful, as seemingly impregnable as the Changeling's armor was, the dully gleaming chitin protecting its middle-right leg was smashed to pieces. The armor, almost six inches thick, shattered, the underlying muscle tissue, thick, fibrous, and glowing green with the beasts blood was suddenly on display. Then AJ's blow struck.

The Apple's attack had been orchestrated perfectly, AJ's blow landing barely half a second after Mac's. His had opened the hole, her's punched into that new wound at the creatures knee, and inverted the joint. A second resounding crack overrode the first, as the knee buckled, forced to bend as it was never meant to.

With a roar of pain and fury, the Guard spun to face the siblings, its blade already describing and arc that would be upon them before they had a chance to retreat. The yards long scythe moaned as it separated the air. Then stopped.

Momentarily stunned by the speed of its response, the siblings gathered their wits and beat a hasty retreat as the Changeling struggled, time and again putting its insane strength into trying to cut them down. A dark blue shimmering danced, engulfing the blade. Across the chamber, Luna stood, legs splayed for balance, head lowered as she restrained the creatures monstrous physical strength with the equally monstrous strength of her mind.

"I can't...can't...hold him...for long..."

The fight raged on about them, but Twilight, Rarity, and a handful of unicorn Guard stepped up, flanking the Princess, adding their own magical strength to aid hers. Their concentration was so all consuming, that they didn't even notice at first as the Hive roof, scores upon scores of feet above, was smashed clean off.

An avalanche of resin rained down, a gleaming black waterfall as the roof was torn away. Painfully bright sunlight streamed down from a wide, gaping hole where one hadn't been just a few short seconds before. Adapted to the darkness inside the Hive, the Lunar Guard winced away from the sudden glare. It was blocked, as, with a familiar challenging, hooting roar, the being that had torn the truncated cap off the Hive bellowed his challenge into the new breach. It was falling, swinging in over the edge and in mid air before Behemoths eye adjusted enough to confirm what the prickle up the back of his neck had already told him.

Reggie was joining the fight.

The massive, ape-beast landed like a meteor. An explosive shock wave of debris was thrown up and out by the force of his impact. The walkway, after all the abuse it had survived thus far, finally started to buckle. Inky black fluid welled up around Reginald's ankles and knuckles as he locked eyes with the Changeling Guard, a burning fury barely restrained behind his shockingly blue eyes.

Luna's magic finally gave out. She and those around her staggered as she released the beast, its blade arm dropping to ready at its side. As they recovered, their magic turned back to the horde of drones. The two titanic creatures would be left to their duel.

The two great beasts stared at each other for long seconds. A dozen-dozen cuts and slashes across Reggie's back and chest and arms mirrored the multitude of wounds displayed by the Guard, leaking glowing green blood. Reginald broke the stand off.

With an earth shaking roar, Reggie reared back on his short, powerful rear legs, his massive arms beating a rapid, challenging bass thunder against his chest. Then he was moving, those massive arms pulling him forward, eating the short distance in long, loping strides. The Changeling Guard raised his gleaming blades to meet this new threat, the obsidian dark biological weapons raised high to cut Reggie down.

As big and powerful as Reginald was, he was just as fast, impressively agile for his size. A massive paw shot out, slapping the Guards raised blades aside, the second followed in its wake, delivering a brutal punch low and to the side, jets of green blood forced out from the existing cracks, new ones formed around the point of impact.

The Guard staggered with the force of the blow, physically pushed back, its four remaining legs dragging furrows through the tumbled and broken debris. Shrugging off the impact, it surged forward, burying its right blade deep into the meat of Reginald's shoulder, the last foot or so of the blade coming clear out through his back with a thick spurt of ruby red blood.

"Reggie!!No!!!"

Fluttershy tried to fly forward, to help her new friend. The others grabbed her, restrained her, knowing that if they let her go, she'd be crushed in the titanic duel. She struggled, tears streaming down her cheeks, but they wouldn't relent, and dragged her back to relative safety and the Lunar Guard/drone battle raged on around them.

Reginald roared. A heads back howl to the heavens that reverberated and echoed back from the now open topped chamber. It was a sound of pain and fury. He reached across the wagon width of his chest, grabbing the arm of the blade buried in him as blood poured from the wound. His grip was as firm, as implacable as an industrial vice, he held the blade still, locked in his chest.

For the second time in this still young morning, the Changeling Guard realized the compromised situation it suddenly found itself in. It jerked back, trying to free its blade, trying to put some distance between itself and the ape-beast. Reggie held tight, and started swinging.

Blow after blow rained into the side of the Changelings head, a steady, furious rhythm, every second Reggie's battering ram of a fist slammed into the side of the creatures head over and over again. It slashed and stabbed, its free limb gouging deep, bloody wounds in Reginald, but he just kept swinging.

After the fifteenth or twentieth blow, the Changeling Guards armored head started to deform, its slashing became haphazard, spastic, the blade twitching, flailing, slicing and stabbing into open air as often as it found flesh. The drones were also effected, they started to lose cohesion, scattering, twisting, surging back towards the Guard, then back into the fight as if they couldn't decide on a choice of action. Their milling indecision gave the Lunar Guard the opening they desperately needed.

The drones had the advantage of numbers, still outnumbering the ponies by a factor of six or seven to one, quantity was a quality all its own.

But it wasn't enough.

As the battle turned, Reginald, who's repeated blows had half crushed the Changeling Guards head, turned his focus to the blade impaled through his chest. Grabbing the Changelings arm above and below the elbow joint, he pulled, grunting with the effort, until the joint gave out, snapping with a sound akin to splintering wood. Reggie staggered back, the blood loss was starting to show, his wounds starting to slow him, but he wasn't finished yet.

After all of this, the Guard was still moving. Battered, broken, skull half crushed, missing two legs and an arm, it still stirred, trying to pull itself back up from where Reggie's repeated blows had smashed it down.

As it struggled to stand, as the Changeling horde was decimated on the ground and in the air, Reginald grabbed the truncated arm buried in his chest, and with a howl of pain, pulled the razor sharp limb free. Blood poured like a crimson waterfall from the wound, and with the last of his strength, Reginald turned the blade and hacked, sawing in slow deliberate strokes, until the deformed head of the ancient Changeling Guard was cut free from its body by its own blade.

Reginald held the decapitated head up high, howling in victory, ignoring the burning sizzle of the creatures acid blood eating at his fingers. Unceremoniously, he tossed the head aside, it plopped into the ink, immediately sinking without so much as a splash, leaving the great heap of its corpse lying there broken.

Reginald took two steps, then with a great tapering sigh, collapsed, the wounds finally proving too much, even for him. He was dead before the first of the Lunar Guard medics could reach him.

With the death of the Changeling Guard, the drone hordes connection to the Hive Mind was severed. The remaining drones went, for lack of a better term, insane. Some tried to flee, others flew full speed into the nearest wall, smashing their skulls against their own Hive. Still others fought among themselves with unbridled fury. Regardless of the method, without any organization or control, the last of the drones were routed, hunted down to the last and exterminated in short order, either by the Lunar Guard, the other drones, or themselves.

Before long, the fight was done, the last of the drones having been dug out of where they had fled and put down. Behemoth stood in the center of the once grand chamber, surrounded by death. The fight was over, but there was still much to do. At the base of the ramp that had allowed Luna and her force to come down, a make shift triage station had been set up. The injures that could be dressed with the supplies were being seen to, those injured more severely were stabilized and, under escort, were moved back to the surface, destined for the hospital in Ponyville. Most would survive the trip. Some would not.

As for the rest of the platoon, those not involved in treating the wounded, they moved through the chamber, finishing off any drones they encountered that were only wounded. There weren't many. Drones tended to fight until death. In the wake of the first group, came the second, led by the platoons master engineer, who had gathered the small amount of explosives carried by the squads, and was doing his best to place them in order to raze the Hive to the ground.

Fluttershy and her friends, Mac and Derpy with them were clustered around the fallen form of Reginald, the Noble beast of the Everfree. There was simply no way his body could be removed, he was just too massive. He'd be left here when...if, the Hive could be brought down.

Behemoth stood in the center of all of this, motionless as the bustle ran all around him. His Guard knew their roles, executing them without need for Behemoths supervision. Now that the fighting was done, his role in this bloody affair was complete. He made his way over to the field hospital, and to the First Sergeant.

"Report."

The Sergeant turned to face him, from the two privates he'd been speaking too. He'd acquired a deep gash under his chin during the fight, sealed now with a series of quick stitches, it was still leaking blood. Armor dented and scored, he had taken charge of the clean up as well as the triage station.

"Six dead. Four more critically wounded, of those four, two probably wont live through the day, and another will likely never walk again. All of the rest are walking wounded, mostly cuts and abrasions, a few sprains and other moderate injures, nothing that will keep them out of the fight. Miraculously, the injuries to the civilians were very slight. Miss Dash and the big one, Macintosh, came out with minor flesh wounds, and Miss Applejack received some minor acid burns to her rear hooves, that's all."

Behemoth nodded as he walked on in silence. The Sergeant spoke again.

"Not too bad, all told, given what we were up against."

"Six, probably eight dead, a full third of the force we came in with..."

"It could've been worse, sir, alot worse. It would've been, if that monster-"

"Reggie."

"...if Reggie, hadn't come swinging in when he did...in all honesty sir, I doubt any of us would've made it out, if he hadn't shown up."

The two of them walked away from the field hospital, to the liquids edge, and looked down into its mirror sheen.

"Any idea what this is?"

"None. We've taken several gallons of it to examine, but we know nothing about it yet."

Behemoth looked around, taking in the size and scope of the chamber. Now that it was filling with daylight, the true size and the details of it were visible.

"This...whatever it is, this pool is the purpose of the Hive here. Center of the structure, lowest level, and it's where they all fell back to, to defend...this room is the key. There's nothing else this far out in the Everfree...no reason to build here. Whatever the reason, this...ink, is it."

As his gaze traveled around the room, it paused for a moment on the pocket of civilians, and Luna, who lingered nearby.

"I agree, sir, but that doesn't bring us any closer to discovering its purpose."

After a moments consideration, Behemoth took a deep breath and nodded.

"Alright, we've done all we can here. Get the injured and civilians out, we'll link up at the tree line. Gather as many Changeling blades as the platoon can carry, and at least two drone corpses, the most intact you can find. As for the big bastard..."

He nodded to the corpse of the Changeling Guard.

"Samples of its blood, muscle tissue, organs, everything. And its blades, be sure we get both blades."

The First Sergeant threw a salute and moved off to see it done. Behemoth stood there alone, looking out across the dark lake. He knew she was there before she spoke. The slight skitter of kicked resin as she walked over, the faint shadow she cast blocking the sensation of the warming sun on his back. The scent of her. She stood next to him, not looking at him, her own silence joining his, before, finally, she broke it.

"Is it always like this?"

With a sigh, he nodded, turning to face his baby sister, meeting her two lop sided golden eyes with his one.

"Yes."

"We won...but it doesn't feel like we won anything."

"No...it never does."

The cleanup and withdrawal took the better part of an hour. All had left the Hive-tomb, and now hunkered at the tree line where this day had started just a few short hours ago. They had recovered their dead, and now the husk of the Hive was filled with the dead of its own creators, and the Great Everfree Beast that brought its lord down.

"Fire."

The charges laid in its lowest level detonated with a distant thump, a minor vibration ran through the earth and a faint mist of smoke puffed up through the smashed open roof of the resin cone.

It started slowly, a faint, almost imperceptible tremor, too minor to feel, just enough to cause ripples through the many stagnant pools of swamp water. It built steadily as the chain reaction progressed. The highest part of the vaguely cone shaped Hive, its natural keystone, was the first part to succumb. With a sound like a million shattering panes of glass, the Hive collapsed into itself. A ripple of spiderweb cracks exploded out along the dome, each chunk and piece separating, the Hive disintegrated and fell, even from several hundred yards away, a splashing roar could be heard as it collapsed into the inky black lake.

Displaced, no longer contained, the fluid was pushed up, higher and higher, until it crested over the lip of the cascading resin, and swept down onto the assembled ponies as an inky black wave. It splashed over all of those present, sloshing past them in a wave knee deep, the foul smelling liquid clinging like crude oil to their coats.

Rarities cries of dismay were predictably the loudest and most high pitched, but she was not alone in vocalizing her displeasure. The oil like substance, however, dissipated almost instantly, vaporizing into the air as a foul, harshly chemical stinking, black fog. After only a few seconds, the knee deep lake, as well as all that had coated them, had vanished just as suddenly as it had appeared.

As they started the trek back to town, the unknown inks true purpose, and with it the purpose of the Hive, became increasingly evident. With every step they took, every second that passed, Behemoth found it harder and harder to resist. Looking around at the group, he could tell that every single one of them was experiencing it just as strongly as he was.

Luna fell in step beside him. It took all of his restraint not to mount her then and there.

"It's effecting you too, isn't it...the...drive, the heat..."

"It's effecting all of us..."

All around them, stoic and professional Guards were acting like horny teenagers, rubbing up against each other, making furtive, groping attempts to fondle each other with idiotic grins plastered across their faces. The civilians, lacking the Guards ingrained professionalism, were having even more trouble. Fluttershy and Mac, as reserved and private a couple as they were, would be rutting out here in the middle of the forest in the next twenty seconds if something wasn't done. Finally, reason burned through the sex crazed fugue that was clouding his mind.

"Ohh, fuck, it all makes sense now..."

Luna looked to him, her cheeks flushed, breath rapid, he could sense her passion radiating off of her, feel it running through his mind like a fever heat. They both fought through it.

"The ink, the...fluid. Its an aphrodisiac. That's why they built the Hive there, it's the headwaters of the water supply for the entire town...they've been pumping it into our water...harvesting the love...fuck...for months..."

It was no noise or presence that awoke her, but an absence of both. The warmth of his body against hers, and the steady rhythmic rush of Behemoth's breath, the sedated and soothing thud of his heart were gone. She sat up slowly, blinking rapidly to clear the deep sleep from her eyes as she scanned the room.

In a pile where they had fallen, Rarity, Pinkie and Spike lay near the door to the kitchen. During the intervening hours, the magic that had aged him, grown him to a more...suitable size had died away, and Spike had returned to his normal stature, barely visible now, he was little more then a green scaly leg jutting up between Laughter and Generosity.

She couldn't help but smile at the sight of the little dragon. Last night had been a night of firsts for the loyal fellow, a night he would surely never forget.

As her gaze moved on, the heaving bulk of Big Macintosh, his massive barrel of a chest rising and falling as he slept, the significantly smaller forms of Fluttershy and Rainbow Dash were still entwined with each other and tucked in tight to his stomach. Rainbow was snoring loudly, a sound reminiscent of some sort of power tool, while Fluttershy made hardly a sound. Both rested their heads against Mac's broad chest, a single massive crimson fore leg wrapped gently around both.

Closer at hoof, separated from herself by only the gulf that had once contained Behemoth, were Apple Jack and Twilight, comfortably warm snuggled in with each other, the hard working farm gal and the brilliant librarian currently wearing the former's Stetson. Luna smiled at their dichotomy, how opposite these two were, and yet just how perfectly they melded together. Here now, as well as last night. Her gaze moved on.

Faintly, through the closed door into the kitchen she could hear quiet, muffled voices in conversation. Derpy and Shade, who had apparently beat the rest of the assembled mass to consciousness. The coffee they had brewed was a whisper of an enticing aroma. She made a mental note to visit and get a cup for herself when she was done here. Her gaze traveled on.

Finally, there he was. Seated at the east facing window at the back of Twilight's little second story apartment, a dark shape cloaked in the shadows. He would be all but invisible, if it weren't for the slowly brightening blue sky that silhouetted him as he watched the coming dawn. She glided up the stairs to him soundlessly, speaking only when close enough to feel him again. Languorously, she wrapped around him from behind, legs and wings encircling him in a warm, silent embrace, her head laying on his shoulder.

"The day is coming, dear heart, should we wake the others?"

Behemoth didn't speak at first, didn't so much as twitch under her touch. He sat stock still, watching the brightening horizon as if in a trance. When he finally spoke without turning, his eyes still fixed on the glowing orange horizon, his voice was barely a whisper.

"No. Let them enjoy this peace, this tranquil time together in warm afterglow. I suspect it will be the last good nights sleep any of them will have for quite a while."

"You are still concerned then? The cult is broken, the Changeling plot was foiled and their Hive razed to the ground. We've won."

"The battle maybe...this one battle, maybe, but...don't you smell it?"

She frowned slightly, she'd seen him this calm before, this...nearly catatonic. It never bode well. Obligingly, she took a sniff. The healthy, living wood that surrounded them, the dry, musty aroma of old paper and parchment, ink and wax. The faint, mingled scent of last nights...enthusiasm. None of that, she knew, was what he meant.

"No. I'm afraid I don't."

"Change is on the wind. Change, and death. The end of an era, of everything they've ever known."

Finally he turned and faced her, an indecipherable look etched in his granite facade. A look made of a myriad of emotions, perhaps...even some anticipation.

"The end of the fantasy they've been living in is swiftly approaching. The time when the carefully constructed illusion finally falls away and they come face to face with the real world in all its majestic, terrible glory. The era of Celestia's dream world is coming swiftly to a close, and what we'll be left with..."

His voice trailed off, the faintest hint of a smile creasing his lips.

"Let them sleep, for every final second that they can. They won't have a chance to rest like this for a long time..."

He turned back, his single golden eye catching the first blindingly brilliant rays of a new dawn.

"For some of them, they won't live to have a chance like this again..."

26: Escalation

Barely twenty minutes had passed since Behemoth's vaguely prophetic declaration at the window, and in that time the others had slowly begun to stir. Shade and Derpy, displaying impressively good timing, emerged from the kitchen with copious amounts of black tea and strong coffee just as AJ and Mac, ever the early risers, were sitting up. AJ was rubbing the sleep from her eyes with a long, satisfied yawn. She took the mug that Derpy offered her with a thankful grumble of not quite words.

"Cube...ya'll...sugar....tootin..."

As the young Guard corporal and the mailmare made their rounds through the library, Behemoth and Luna lurked at the foot of the stairs, enjoying the spreading warmth of the beverages that Luna had magically liberated from the two as they passed. As consciousness was regained, and the memories of last evening swam into minds no longer clouded by aphrodisiac poison, the Guard Captain and the Princess watched with mingled curiosity and amusement at the widely varied responses from the motley crew of civilians.

AJ and Twilight glanced at each other furtively, flashing one another a smile as they each blushed a bit with their memories. Rainbow stretched and preened, grinning proudly, but moving a little gingerly, obviously a little sore after her evening with Fluttershy and Macintosh. Fluttershy was showing no such discomfort, as she leaned back against Mac's chest and smiled up at him. The two shared a gentle kiss and snuggled down together. Rarity seemed nervous, wrong hoofed, but coping, until, in the reflection of her tea, she caught sight of the tangled rats nest that last nights exertions had made of her mane. With a dramatic gasp and swoon, she charged out of the room, making a B line towards Twilight's restroom and the mane style rescuing refuge of her shower. Spike followed her a few steps, but was easily outpaced as she fled. He looked crestfallen for a moment, the loyal little fellow deflating a little as his amorous partner fled in such haste...a look that quickly changed to surprise as Pinkie bounced past, humming a happy tune and snatching up the little dragon by his tail, hopping off in Rarities wake.

Luna watched all of this with a contented, relaxed smile enhancing her beauty. She spoke as she watched. her voice low enough that there was no danger of being overheard.

"So, you are still convinced that this is not over."

It was a statement, not a question. She knew his thoughts, gliding through his mind without even trying. The undercurrent of unease, anticipation, was, to her, as clear as her own thoughts.

"Yes. There's something...I can't put my hoof on it, but something just doesn't add up...something about this whole series of events just doesn't make sense."

"The Hive is sundered, it's garrison annihilated to the last, their...amorous concoction destroyed and their plans along with it."

"That's just the thing, what WAS the grand plan? If it was just to feed, to harvest as much 'love' as possible, they would've chosen a larger city. Canterlot, Cloudsdale, hell, Manehattan alone would yield four or five hundred times as much. Why Ponyville?"

"Well, larger populations translates into a larger chance of being discovered, and those other metropolis' do not have such a large and conveniently close at hoof hiding place as the Everfree Forest."

"Hmm...maybe, but Canterlot has the caverns stretching under the city...those were rediscovered when the Changelings attacked, so they definitely know about them. If tales are to be believed, there are dozens, maybe hundreds of miles of old, abandoned service tunnels under Manehatten, you could hide a Hive down there easily."

Luna's happy smile finally faded as she considered such a possibility. It was not a pleasant thought, so she steered the conversation in a different direction.

"Perhaps there is something unique to Ponyville. Something that drew them to this particular geography. Something...or someone. The wretched little worm, the green eyed one that you...worked on, he mentioned that they, the cult, were after you all along, correct? And he mentioned that they served a Queen?"

Behemoth's countenance of troubled pondering was gone so fast it might as well have been slapped away. His eyes widened as the answer he was seeking was pulled effortlessly from his own memory.

"He did. Holy hell, he did!! How did I miss that?"

"Well, your mind has been somewhat...troubled over the last day or so, I think we can forgive that one lapse. Queen is a rare term this century. I may be mistaken, but to my knowledge, there is only one Queen we've encountered these last few decades."

An inadvertent shiver ran up Behemoth's spine. So intent was he upon this line of thought that his normally impressive perception failed to register the library door opening and three new faces joining the assembled mass.

"Chrysalis."

"Indeed. Which means-"

"Which means,"

The voice was unexpected, but familiar, even accented as it was with weariness and suppressed anger.

"That whatever no doubt colorful and exciting levels of bullshit you've gone an stirred up now, kid, I'm pretty damn sure I can one up you."

Behemoth couldn't help but grin at the colorful invective of his once superior, once subordinate, and always friend.

"Glad you decided to show up, Dusk. Sure took your sweet time, didn't you?"

Behemoth gently intercepted Twilight, turning her from her path as she was on a direct course towards the fully armored Lunar Guard Captain, a look of surprise and more then a little annoyance twisting her features.

"It's alright, Miss Sparkle, I asked him to come here."

"Well, that's fine, but it is polite to knock, you don't just come barging in like that."

His attention drawn to her, Dusk frowned, the eyebrow over his left eye cocking in a subconscious gesture committed to muscle memory from years of seeing that particular response on the face of Behemoth.

"Knock? Why? This is a friggin public library, why in the blue hell would I knock before entering a government owned building?"

"Well, because. I happen to live in this 'government owned building'."

Dusk gave the interior a quick once over, taking mental note of the attached kitchen, the bedroom upstairs, and a dozen other little features that his well trained eyes picked out that suggested that this structure was the domicile of more then literature.

"Huh. Alright then. Good to know."

Dusk Shields focus turned back to Behemoth. Twilight bristled a little at being so unsubtly brushed off, but her ever inquisitive nature won out, replacing annoyance with curiosity as Luna stepped forward to join the conversation.

"You look...troubled, Captain. A state I've not often seen you in. What has happened?"

Dusk nodded with a heavy sigh, his carefully developed mask of perpetual, smug disdain that had been the mocking bane of so many recruits over the years slipped, just for a second, and just for a second Behemoth caught a rare glimpse of just how old, how tired the seemingly endlessly vibrant and tenacious stallion actually was. Behemoth didn't resist when his steaming hot cup of tea was magicked out of his grip, and Dusk downed the entire molten drink in a single gulp. By the time the mug was empty, the exhausted and aged visage had once again disappeared. Behemoth, and truth be told, Luna as well, were disturbed by that momentary slip. Neither decided to comment on it, hoping that none other had seen. When Dusk spoke, his voice carried the fatigue his face refused to show. It was no longer the ageless, commanding drawl that had echoed across training fields for more years then Behemoth had been alive. Behemoth had only ever heard his old friends voice like this twice before. It sent a chill up his spine to hear it again.

"Just after dawn yesterday, mass rioting broke out in almost every settlement across the Empire, apparently simultaneously. Local law enforcement was hit hard, entirely engaged, and last I heard, are damn near over run in half a dozen districts. In some cases, they've been forced back into their stations and precinct houses and are under sustained, constant siege. Hundreds, probably thousands have died in the last twenty four hours. Fires are raging unchecked in, at last count, four separate cities, the mob attacks any uniform on sight, so firefighters can't even try to contain the blazes. It's impossible to get any sort of accurate estimation of losses, they're even attacking EMT's. As of sixteen hundred hours yesterday, the entire strength of the Celestial Guard has been committed to try and restore order. They are failing."

Behemoth and Luna stared at the Captain in stunned silence, trying to process what he'd just said. Behemoth turned away, his eyes closing. He'd known better then to hope. Better than to hope he was wrong, then to pray he was wrong. He knew better. He had an eye for this, he knew better than to hope that they had somehow seen the end of the madness. That now, maybe, after so many more valiantly sacrificed lives, after so many more brave acts that would never be acknowledged, never be documented, that maybe, just maybe some semblance of peace had been won out in the end.

He'd known better, he'd said as much, as if speaking his doubt would somehow ward off the truth. Even his own words, his own vocal doubt, couldn't tarnish, couldn't kill his last, stubborn hope for a better life. For peace, family, and love.

That hope died now.

Luna could feel all this, could sense it building in him through the connection they shared. It wasn't the madness, the clinging, barely restrained psychosis that had been such a constant presence in his mind until it had been banished yesterday, this was hate. A cold, seething fury rising behind his eyes at the realization that the battle he'd hoped to contain had metastasized into a war, and that far from being over, it was just beginning. In silence he recognized the task a war would etch for him, and without hesitation or reservation, he accepted it. The madness had left his mind. The darkness, the cold, calculating shadow across his mind was gone, but his anger, his passion and fury remained. There would be no exorcising that demon, it was him.

In that acceptance, and the speed of it's arrival, Luna held a glimmer of hope. Even twenty four hours ago, such a twist, such a drastic turn for the worse would've tormented him, tearing at him with guilt over not being able to single hoofedly prevent such a thing from taking place. No longer was he so self destructively attacking himself.

Although he had taken no effort to project his voice across the room, all of those present had heard what Dusk had said. All other conversations in the room died away, their voices trailing off to stunned silence. All attention was turned to the Captain as those present closed in around him to hear more clearly. He continued.

"The Empire is tearing itself apart as we speak, and even with the entire might of the Sun Guard, we are barely hanging on. Our society is crumbling, and there is apparently damn little that we can do to stop it."

The silence was long and heavy, dragging across the room like a wet wool blanket, suffocating and cold with the myriad implications of such terrible news. Before any of those present could find their voice, another interruption arrived in the form of a quick triple knock at the door. Repeated impatiently a few seconds later. Her mind running a thousand miles a second, Twilight moved on auto pilot towards the door, her mind moving in one direction while her body moved on another track. A third knock was sounding as the door swung open.

Sunlight caught on gleaming gold, although it wasn't gleaming as much as it should. Much of the polish and traditional grandeur buried by the scuffs and dents that hadn't been seen on Celestial armor in more years than bore counting. The face of the stallion wearing the armor of a Celestial Guard Captain was a portrait of weary frustration, anger, pain and fatigue in such a quantity that even coming face to face with his beloved little sister couldn't brighten Shining Armors visage. His voice was as dull, as flat as his abused golden plate.

"Hey there Twily, great to see you again."

He strode past her without waiting for a response, two more Celestial Guard following him in, a dozen or so others glimpsed through the door as it swung shut in their wake, along with seemingly the entire strength of the Lunar Guard, just over a hundred all told, forming up in the town center. Dusk had come in strength. Outside, the morning was bright and clear, chirping birds and the low, rolling thrum that was the background noise of a town starting another productive day was starkly at odds with the severity of the discussion going on within the library. Almost as though Ponyville was, somehow, a bastion of peace in a world of madness.

Shining Armors gaze swept the room, stopping when it met Behemoths. There was no love lost in that met stare. Shining moved to the large circular reading table that filled the center of the room, removing his helmet as Behemoth and Dusk Shade approached from the other side. It was Shining Armor who spoke first, his voice almost as dull as Dusk's had been, but tinged with an undercurrent of annoyance, or maybe anger to flavor the dead pan.

"I hope you have a suitably good reason for invoking Protocol Seventeen and dragging me out here in the middle of a Celestia damned civil war, Behemoth. You may be comfortably retired, but I have an Empire to try and save, and that isn't getting done while I'm wasting my time out here in the boondocks."

Behemoth registered, then promptly ignored the insult laced through Shining's words. There were larger issues at hoof then an officers lack of parade ground decorum.

"Given the escalating nature of the situation, I'll give you two the abbreviated version. Yesterday morning, just before dawn, me, the Princess, and the Forth Platoon of the Lunar Guard, along with the civilians in this room, discovered, engaged, and destroyed a tertiary Changeling Hive approximately four and a half miles into the Everfree Forest, situated at the headwaters of the river that runs through Ponyville. The river that provides everything from drinking water to crop irrigation for the entire town."

It was Dusk's and Shining's turn to be struck silent by this unexpected development. The civilians crowded around the table, listening intently, even though this was a tale they knew, having lived it first hoof. Behemoth continued.

"From that position, they were pumping some...aphrodisiac poison into the water supply. The specific details of which are still being investigated, but it seems they were either preparing the town for a massive harvesting, or were siphoning off the resulting abundance of 'love', through some so far unidentified method."

"Wait, what? Are you-"

Behemoth continued to speak, talking over Shining Armors outburst, his one golden eye locking with the younger Captain's, discouraging him, brave as he was, from further interruptions. Something in that one eye, in that simple stare conveyed what a hundred words of warning wouldn't.

"Myself, those civilians present here and the forth platoon of the Lunar Guard assaulted and breached the Hive, killed the three hundred and eighteen drones and the commanding Guard within, and razed the structure to the ground."

"Wait a minute, wait just a damned minute, you took civilians, took my SISTER, into a damned Changeling Hive, are you out of your fucking mind?!"

It had taken a second mention of that fact for Shining to pick up on it, tired as he was. The sudden fury in the young Captain was clear, his voice and the set of his features changing sharply from minor annoyance to consuming rage left no doubt about that. He put a hoof up on the reading table, leaning forward over it. Behemoth read his intent. Shining Armor was a few short seconds away from throwing himself over the table in a rage. Although Behemoth was easily the more experienced of the two, and more than confident in his abilities, he had to admit that Shining had youth, fury, and a full set of armor to his advantage. Along with depth perception. And Magic. It would be an interesting exchange. Lucky for one or the other, or perhaps both, Twilight chose that exact moment to intervene.

"Shiny, it's ok, I'm alright, we all are."

She stepped up in front of her brother, squeezing herself between him and the table, interjecting herself into the sight line between him and Behemoth.

"He...it was...he did the right thing. We had to see it, we had to know what was going on, and...never would've believed it if we hadn't seen it."

His anger tempered a little, his fury deflating his form just slightly as it dissipated.

"Y-yeah, but-"

"No. We are the Elements of Harmony, we have an obligation. We aren't Guard, but...we have a duty to help the Empire whenever and however we can. He was right to take us in, to show us what we were up against."

His fury softened a bit, a trend that continued as Rarity stepped up to the table, adding her own voice to the discussion.

"While I was not, perhaps...enthusiastic, at the thought of such an endeavor, I too must admit that there was some purpose to Behemoth dragging us along. The greater knowledge gleaned will certainly be useful...I just wish that obtaining such knowledge didn't always have to be so...sticky."

As effective as these attempts to diffuse hostility were, they were soundly and swiftly defeated by Pinkie Pie, following her distinctive, patented giggle-snort.

"Yeah, Big Buddy B took care of us out there, got us all home safe 'n sound, an he took REALLY good care of Twilight when we got back, had her moaning and screamin like a wildebeest ALL. NIGHT. LOOOOONG!!"

As Pinkie reared up onto her rear legs and punctuated her words with a series of wildly suggestive hip thrusts and gyrations, Behemoth sighed heavily, eyes closing as he leaned forward to rest his forehead against a raised hoof as if to rub away a sudden migraine. He didn't need to see to know that the just faded glare of death had returned, enhanced to new and wondrous heights by this latest revelation. His voice was dead pan as he spoke.

"Thanks for that, Pinkie. That'll help. I'm sure it won't motivate brutal and sudden attempted murder or anything..."

"Oh, you're TOTALLY welcome big guy, glad I could help!"

With a considerable display of restraint, Shining Armor ground his teeth, speaking through a clenched jaw as he glared daggers at Behemoth. Twilight pursed her lips, saying not a word, but turning an impressive, darker then normal shade of purple. She mimicked her brothers glare, directing hers at Pinkie.

"At this moment...we have more important issues to deal with...when this is over, however, you and I will have a...chat, Behemoth."

Behemoth nodded dispassionately and took a new mug of tea from his sister, who had sidled in next to him. Having ignored the trivialities, his mind working on the big picture, Dusk was the first to find his voice, ignoring the previous bit of pointless drama. He still looked worn, tired, but the new information, a new sense of clarity and a greater scope of the enemy they faced had put the fire back into his eyes.

"Well hell. That answers one question we've been wondering at the last few months..."

The eyebrow over Behemoth's good eye cocked inquisitively, and Dusk carried on to answer the unasked question.

"There've been reports from...hell, all over the damn Empire over the last several months, some stretching back about a year. Public indecency, lewd acts, hell, rutting in the middle of the street is rampant, a regular thing these days. Sex crimes up by a huge margin too. Last estimate out of Manehatten I saw was something like a six hundred percent increase over this time two years ago...guess we know whats been causing all of those uncontrolled horny buggers now..."

A pit opened up in Behemoth's stomach as the implications of those statistics dawned on him. It was a realization he was not alone in reaching.

"It wasn't the only Hive...dear gods...how many cities are reporting numbers like that, sir?"

Shade had reached the question first, and Dusk's eyes locked onto the faint glimmering sheen that marked the most conspicuous tell of the corporal's shadow form.

"All of them, Corporal, all of them. Manehatten, Baltimare, Cloudsdale, Las Pegasus, Appleloosa, Trottingham, Ponyville...Canterlot."

"Alright...well...are we assuming that the Hives that might be...that are probably scattered around the Empire....have something to do with these riots? The mobs, the attacks? We've received no reports of Changelings in the mobs, just ponies, just...just our own citizens."

Shining was less then convinced, the doubt clear to hear in his voice, but it made more sense than any other explanation he'd heard in the last day.

"Consider the timing."

All eyes tracked to Luna, as she spoke for the first time during this council. As regal, as beautiful as she was, many forgot that behind her lovely facade, there was a mind and spirit the veteran of untold centuries of conflict, a tactical mind unparalleled by any mortal.

"Yesterday morning the violence began, shortly after dawn. Right about the same time our attack on the Everfree Hive began in earnest. We've long suspected, and Behemoth and Dusk Shield, you've both theorized on the existence of some form of...collective consciousness, a 'Hive Mind'. These events are a telling confirmation of your theories. When the Hive realized that it had been discovered, that subterfuge was no longer a viable tactic, they came into the open, pushing their thralls into direct conflict, stirring our own citizens against each other with their damnable cunning and manipulation."

Her head pivoted slowly, meeting in turn each face that had turned to hers. A cold, dark fire back lit her eyes, the seething strength of her magic burning just behind those turquoise orbs. Her fury was silent, but no less obvious for her controlled and measured voice.

"The only question that remains, is what is their end game. What is their primary goal, their master target. Now that their Hive's have been discovered, that their deceit has been exposed and they have launched this assault, what purpose does it serve? What goal is fed by such rampant, wanton destruction, such death? "

The three Captains, two current and one former looked back and forth at each other in silence. It was the key, the only question whose answer might lead to some tactic, some route back from the consuming madness. Without knowing your enemies goal, what hope could you have of countering it. Such a blatant lack would doom them to an endless, fruitless stream of reactionary maneuvers, running from critical fight to critical fight, from emergency to last stand...such a route was doomed to inevitable and swift failure, no force could deploy in that fashion for any sustained time and survive.

"Wait a moment...so, just to be clear, Canterlot appears to be suffering from the same...loss of inhibition as the rest of the Empire, but, Dusk, you didn't mention any violence in the capital, or did I just miss that?"

It was Shining who answered.

"No. That's one of the only pieces of good news in the last two days. Canterlot is peaceful, if anything, even the normal under current of petty crime seems to have dropped off. A miracle, really. That peace is what allowed me to dispatch the Third Company to Manehatten, they should be arriving any time-"

"Wait, what?"

Behemoth whirled on the younger Captain, the intensity of his one eyed stare an almost physical force. Dusk was staring at Shining wide eyed, shaking his head in stunned silent dismay.

"Whoa whoa whoa, say that again, I couldn't of heard you right. For a second there, it sounded like you said you'd pulled the Third Company, the 'Canterlot Guard', the best defensive specialists, the Company that's defended Canterlot for over seven hundred years, the Company that's broken eight different sieges, the best urban fighters in the Empire...it sounded like you said you'd pulled them out of the CAPITAL."

Shining Armor met his scowl, and didn't back down.

"Yes. I did. It was a command decision, MY decision. Manehatten desperately needs support, and they were just sitting in the barracks-"

Behemoth shook his head, snorting in disgust.

"Who the hell is left defending Canterlot then? Did you leave ANY company in the fucking Capital?"

A deep blush was creeping up Shining armors neck, crawling up from under the lip of his armored chest piece. He was none too fond of being spoken to in such a disrespectful fashion.

"The First and the Tenth. They'll be more then enough to-"

"The parade Guard and the recruit Company. Pretty little colts in their spotless armor and the rookies. For fucks sake. Shade!!"

The shadow form colt responded like a flash, the tone of Behemoths voice allowing no delay.

"Sir?"

"Get to the hospital. Any of the walking wounded, if they can move, if they can hold a weapon, get them geared up and back here. You have twenty minutes, Corporal. Go, NOW."

Shade threw a hasty salute, and was gone in a flash of discharged magic. Behemoth had already turned to Dusk, the two moving together towards the door.

"How many did you bring?"

"All of them, the entire company, hundred and four all told. How many from your crew are ready?"

"Had thirty four, ten dead or incapacitated in the Hive, so twenty four more. I'd have liked a few more weeks with them, but that ain't gonna happen. They're either ready now, or they'll die."

Dusk nodded, speaking a bare second after Behemoth had stopped.

"No, it's all hooves on deck for this one...that gives us...one hundred and thirty one, counting you, me an the kid."

"You see, this is why I built the company without pogues, all of them will fight. No staffers, no rear echelon. Get em armored, get em armed...we'll need a way to Canterlot..."

Shining Armor had had enough, his face flushing red to match Mac's. He stormed around the table.

"That's enough, you two. The capital is safe, if anywhere, you should take your ragtag band to Cloudsdale-"

Behemoth had had enough of being tactful. His voice was sharp with scorn, and he didn't even bother turning to face Shining Armor as he spoke.

"Oh just shut the fuck up, kid, we're trying to clean up the mess you've made. You let yourself get baited, and now the whole damn Capital City is on the hook. Twilight."

Behemoth turned to face her, spinning on her fast enough that she took a startled step back, blinking quickly, trying to follow the events that were transpiring so quickly. The blazing look in his eye was one she'd only caught a glimpse of in the Hive. This was Behemoth in his element, animated and taking charge, retirement be damned.

"Y-yes?"

"You know military history?"

"Yes. Well, some of it, I didn't really-"

"The siege and fall of Colthage, educate your brother, please."

Behemoth turned back to Dusk as the two of them reached the door. Behind them, Twilight launched into a descriptive account of the destruction of an ancient city to her fuming brother.

"Looks like the 'Captain' brought two squads of the First with him, bare minimum for a Protocol Seventeen."

"Less then a hundred and a half all told, and maybe two hundred more left in the city, if we're damn lucky."

Dusk nodded assent, continuing along Behemoth's line of thought. The two had worked together through such trying times, for so long, they knew where the others mind was going before the words were even spoken.

"And those two hundred will have zero combat experience, hell, the tenth company are three weeks away from even being done with basic..."

Dusk turned to face Behemoth, his voice dropping in volume so that the nearby civilians wouldn't over hear.

"Three hundred and fifty veterans would be hard pressed to hold a city the size of Canterlot, with a mixed bag of rookies and a glorified marching band..."

Behemoth nodded, sighing heavily and responding at the same volume. He spoke quickly as he noticed Big Mac approaching, with a more then slightly hesitant looking Fluttershy at his side.

"Not enough. A far cry from enough."

Dusk turned as Behemoths gaze moved to his monumental, old crimson friend.

"Mac, sorry, all of this...escalated quickly..."

"That's...that's alright, Behemoth, we just..."

Mac glanced back at Fluttershy. As their eyes met, she swallowed, and gave him a little nod and a faint smile. She looked terrified, but resolute. It was the support Mac needed.

"We don know exactly what's goin on, but it's sounds like you've got a helluva mess on yer hooves. Tell us how we can help."

It took Behemoth a few seconds to process what Mac had said. His mind struggling to interpret just how brave, just how selfless a question that was from his oldest friend. At a loss for words, he noticed as the others, Twilight and Spike, Rarity, Dash, AJ, and even Pinkie, wearing quite possibly the most serious look Behemoth had ever seen on her face, moved up to join Flutters and Mac. They were all in this. Even Derpy, standing amidst the group, eyes grim, set, and unwavering, locked on her brothers.

Courage, this level of bravery, knowing what they were in store for was rare even among battle hardened soldiers, but here, among farmers, tailors, bakers and librarians...it was unheard of. They all looked to him for direction, afraid, terrified, really, but ready and willing to do whatever they could. To take it upon themselves to save their nation. Even Shining Armor, swallowing his pride, stepped up next to his baby sister. She looked up at him, and he down at her, and they shared a faint, determined smile.

When Shining looked back, and met Behemoths eye again, the anger and arrogant pride were still there, simmering, but had faded with his sisters education. The younger stallion was ready and willing to do whatever it took to save his Empire, but was obviously not particularly pleased as to the company such a task would force him to keep.

Behind them all, Luna was watching all of this with an odd mix of pride and dread. The mortal capacity for insane, illogical bravery was as inexplicable as it was impressive. They knew what they were facing, they'd seen it just the day before. They knew the death and fury that awaited them, and had to be aware of their own distinct lack of training and combat prowess...still, when the time came, they stood up to be counted amongst those who would fight to preserve the only world they'd ever known. She'd seen this before, over the centuries, and was then, as now, left with a feeling of jealousy that she'd never admit. To be so...mortal, and to risk everything for something so nebulous and fleeting...She never could quite understand it, though she secretly longed too.

Her musings were brought to a swift and sudden end, as an explosion of pain lit off behind her eyes. A bolt of white hot agony, unlike anything she had every encountered in all of her manifold years tore through her brain, burning like a spear of molten lead at the base of her horn. She was vaguely aware, seeing it through the prism of pain, through the tears that clouded her vision, that she was not alone in this sudden assault.

Shining Armor was stuck down, his legs giving out, folding under him as if he'd sustained a monstrous, invisible overhead blow. Next to him, Twilight was reeling, crying out in agony as an explosion of blood gushed from her nostrils as she fell, her body wracking in pain spasms as she collapsed on her side. Rarity shrieked a long, piercing howl, and fainted dead away. Dusk, as resolute as ever, was the only unicorn present who managed to stay on his hooves, but only just, his legs quaking like a newborns, blood trailing down his face from nose, ears and tear ducts.

Luna was struck nearly insensate, only passingly aware that the Pegasi and Earth ponies present were unaffected, reacting with shock and alarm to their inexplicably struck down companions, moving quickly through the shock to aid their fallen comrades. The Lunar Princess staggered toward the door, a reflex of magic arcing out of her without thought, blasting the door off its hinges, vaporizing the center of the heavy wood slab and jetting its hollow carcass out into the center of town.

As she looked, half conscious across the courtyard, the ground was littered with tumbled, disjointed bodies. Every single unicorn had been struck down simultaneously. Civilians, Lunar Guard, Shining Armors Honor Guard, they lay in heaps, some blissfully struck unconscious, others shrieking their agony into the sky, cries that Luna could barely hear over the roaring thunder of blood in her own head. Passingly she was aware of the warm, sticky wetness, the clinging coppery tang on her tongue as she hemorrhaged from nose and eye.

Behemoth charged out of the library in her wake. Their mental connection stabbed a diminished wave of her pain into his head, a sympathetic trickle of blood trailing across his face from the corner of his dead eye. In a twist of fate, it was his deadened nerves that allowed him to push past the pain and move to her aid.

"Luna, what in the name of...what is happening, what is...oh, gods...no..."

He skid to a stop before reaching her, his gaze traveling past her, fixated on something over her shoulder that buried his concern under a waterfall of dread. She turned sluggishly, following his gaze.

Over the tops of Ponyville's idyllic homes, above the softly rolling meadows and forests, the sky had been blasted clear. A perfect, concentric circle of displaced cloud ringed a massive, rainbow hued mushroom cloud that bloomed slowly higher and higher into the sky from the north east, its form billowing up into the sky from far past Canterlot. It's scale mind boggling given the distance.

"That's...northeast...that distance...that's from Manehatten...dear gods...it's..."

Luna spoke, choking words out past a tongue heavy with her own blood.

"Gone. The city...is gone...the magic...the detonation...so powerful...so...many lives..."

They stared together in horror, the townsfolk and slowly recovering Guard around them closing in, all staring to the north east. As a seeming after thought, a long, rolling tremor ran through the earth, and a hot wind, stinking disgustingly potent of ozone blew past. In the foreground, bright flashes of much smaller explosions, the yellow and orange of fire blossomed from Canterot. In complete silence, they watched as the highest tower of the Royal Palace, Luna's own observatory, was blasted from the mountain side. It's proud marble shape collapsing slowly, falling in almost slow motion, keeping its shape until it disappeared into the concealing streets below. Fat, chugging plumes of smoke carved straight up into the sky, no wind stirring them as they climbed higher and higher.

27: Steel and Smoke

As the town of Ponyville reacted with building panic and horror to the destruction of Manehatten and the on going
assault of the Capital city of Canterlot, two souls, perhaps the only two in town, were oblivious to the events transpiring outside.

Reggie and Dusty had been on their usual run, high speed freight, mostly produce, from the out lying agrarian communities to the Capitol, and then, coincidentally enough, on to Manehatten. They'd been side lined by Canterlot dispatch, a message that was as cryptic as it was terse.

"Pull off, detour, the main line is blocked by-"

The fact that the rest of the message, whatever it was, had been lost in hissing static wasn't a surprise. The radio mounted in their engine was by far the newest addition, and the new technology was questionably reliable at best. It was on the fritz more often then not. Such a short, and incomplete message didn't spark any of the fear or trepidation that the prototype tech had bled out of the dispatchers voice, just before she, her office and the entire train yard around it had been decimated by magical fire as the 'Children' cut their bloody swathe through the city.

The tremor resulting from the death of Manehatten hadn't even been noticed by Reggie, a well built earth stallion, broad across the shoulders and short of stature, seemingly built for the engineering compartment of the locomotives he spent most of his waking hours guiding from stop to stop. So used to the steady rumble of a freight locomotive beneath his hooves, the rolling quake that was the physical manifestation of Manehatten's death went past him unnoticed, even as the ancient shaded lamp over the equally ancient and worn table swayed gently on its chain, a trickle of dust cascading down onto his game of solitaire, old, hand me down cards which he brushed clean without a thought.

The game was a veneer, a mindless exercise he put no thought into, merely a way of focusing his mind on a single task, honing it back from the thousand and one things he regularly had to monitor to keep his aged locomotive running at prime. He glanced over to his firepony, Dusty, who was contentedly snoring away on one of the decades old, worn, and questionably hygienic but none the less comfortable bunks that lined the western wall stacked double high. He couldn't help but grin at the younger stallions impressively vocal emissions. It wouldn't be long before Reggie found one of the bunks for himself, his eyes already growing heavy as his mind slowly wound down. A fine afternoon nap, as welcome as it would be, was not how this day was destined to end for him, however.

His peaceful reverie was interrupted by a knock at the door leading out to the small switching yard. Not especially loud, sudden and unexpected as it was it still startled the veteran trains pony. He jolted back, nearly upturning the table in his surprise. A second knock sounded. Faintly, voices could be heard, muffled by the heavy wooden door, voices he didn't recognize and couldn't quite make out. He crossed to the door as the third knock sounded, it finally proving enough to pull Dusty from his contented slumber. He sat up slowly, with a long, drawn out yawn, his drowsy eyes blinking away the sleep as he tried to focus on Reggie.

"Whossat, whadda they want?"

As the younger stallion, still mostly asleep, scrambled to get his hooves beneath him and stand, his less then conscious state and resulting balance impairment tumbled him out of the bunk and to the plank wood floor in a jumble of legs accompanied by an impressive thud.

"...Oww..."

His voice carried with it more annoyance then pain, and Reggie couldn't help but grin.

"Hmph, graceful."

He finally opened the door, as his young compatriot righted himself. Through the portal, he came face to face with two stallions. One, white coated, gleaming eyes so pale blue they were almost blind-white stared out of a worn, weathered face like sun tanned leather. He was clad in full Lunar Guard armor a bit heavier, the plates thicker and a touch more ostentatious then was the norm for the rank and file RLG. It's grandeur smudged and dented a bit, but no less imposing for all of that.

For all his armor, his weapons, and the palpable aura of confidence and barely restrained rage in that weathered visage, the Captain, as his rank lapels identified him, wasn't near as striking as the other who stood behind him, a cobalt blue shadow in the early afternoon light.

There was something about this other that set Reggie's teeth on edge, something about his stance, his form...his eye, that set alarm bells ringing fit to burst throughout the older engineers head. The pegasus was big, for a pegasus at any rate, but his apparent strength wouldn't hold a candle to Reggie's, or even Dusty. He had no visible weapons, no armor, and yet, somehow, some primal part of the engineers brain cried out a warning at the threat belied in that sedate pose, the single, half lidded, eagle-alert eye.

Reggie wasn't afraid, but he certainly was paying attention now. He licked his lips, his throat suddenly dry. He took a moment to speak, choosing his words even more diligently then usual as Dusty stepped up to flank him. Just as he was about to speak his carefully chosen words, his young protege beat him to the verbal punch.

"Wait a second, I know you, you're...Dusk Shield, right? Captain of the Lunar Guard for the last year or so? Sergent before that an in the Celestial Guard for almost four decades before Princess Luna's return."

After a wide eyed moment of surprise, Dusk's eyes narrowed to pale, glinting slits, the right corner of his mouth drawing up in a razor thin thin line that might have been amusement...or suspicion. Those pale blue eyes focused like a rifle scope on the young firepony. As Reggie turned to stare at Dusty, his own words lost to the ether, Dusk responded slowly.

"Yes...strange, I don't know you, but you seem to know quite a bit about me. Why is that, I wonder."

Dusk's eyes narrowed, the only movement he made. A series of muted, metallic clacks were faintly heard, the most ethereal whiff of ozone as his magic engaged the recessed catches along the spine of his armor. Two dozen minuscule hatches popped open, left and right down his back. The telekinetic blades secreted within didn't make an appearance, but that could be changed in the span of a tenth of a second.

Behemoth noted all of this, the metal crescendo of clinks a familiar sound. He shifted a single leg, turning his body by scant degrees, just enough with that one motion that he wouldn't obstruct the blades flight. He showed no other sign, no emotion, but his eye had tracked from the engineer, locking now with bloody intensity on the firepony.

The subtle shift in the two warriors standing before them was completely lost on the two railroaders, neither of them aware of just how deadly, and just how quickly so the next few seconds could be. They had no idea that the next words out of their mouths could result in a swift, bloody end. It was a lucky break, one in a seemingly endless series of others fated to occur today, that no such event was written.

"Oh yeah, I keep up with the Lunar Guard. I was...uh, well, I enlisted a year an a half or so back. I washed out and-"

"I remember you. Strong, capable, followed orders. Smart enough...promising."

The young firepony swelled a bit with pride at Dusk's words, even though he'd cut him off, but looked confused none the less. Dusk carried on to answer the unspoken question.

"You were discharged because you didn't have the right...temperament. You were a kind hearted and gentle soul. It's a damn shame, but in this line of work, that's a liability."

Dusty seemed to consider this for a second, then nodded.

"Well I...yeah, I s'pose that's not wrong. I liked the training an all, but the life never was a really good fit, got into railroading, following the family tradition an all-"

For the first time, Behemoth spoke. Quietly, with an almost apologetic tone cutting through Dusty's continuing monologue, his voice silencing the young stallion not through volume or force, but masterful modulation of quiet intensity.

"You...the two of you have no idea what's going on, do you? What's just happened?"

None of the four spoke. Although they had no idea what he was speaking of, the...dread, the finality of tone in those two simple questions lent Dusty and Reggie some inkling of the severity of the days missed events. Dusty shook his head, Reggie met the steady, cold, one eyed golden gaze. Behemoth broke this heavy silence as well.

"Come with me."

He turned, hopping down from the low porch that adorned the front of the bunkhouse. He moved with a smooth grace much belied by his stature, Dusk at his side, not missing a step. Reggie and Dusty, still wrong hoofed by how quickly a lazy morning of being side tracked had shifted, took a moment to gather themselves enough to follow. The Guards were crossing the second of three track sets leading into the servicing hangars by the time the railroaders caught up, the group heading for the empty field on the other side of the tracks.

Off their flank, Reggie took note of dozens of full armored Guards, most in the livery of the Lunar Guard, but a half dozen or so in the resplendent golden plate of the Celestial Guard. They were clustered around a chain of a half dozen passenger carriages, side tracked to the line next to the fifteen cars of his load. One of them was standing in front of the rest, giving orders in a voice low enough that the words didn't carry to Reggie. He watched with curiosity, and nearly walked right into Dusty who had stopped without a word.

"Wait, what is...what...no, it's not...it can't..."

With a grunt of annoyance, Reggie turned to chastise his young firepony as Dusty spoke, a sharp retort died on Reggie's tongue as he caught sight of Dusty's countenance, mouth agape, eyes wide and wet, staring off to the north east, a mix of confusion and slowly dawning horror. His castigation left unspoken, Reggie slowly followed his younger companions gaze, a cold stone of dread dropping into his gut.

He was no rube, no simpleton. He'd seen much in his years, decades of plying the rails all throughout the Empire and even a run or two beyond. Still, with the knowledge of all he'd seen, everywhere he'd been, his mind struggled to comprehend the sight before him now. Strained to make sense of the silent punctuation of an act so vile as to be beyond sane or rational imagination.

The mushroom cloud had softened at the edges, yet the core of its distinctive, unmistakable shape remained. Mottled orange and sickly green, it spread across the sky like some great, diseased tree. Trails of smoke cascaded down from the cap, like dark creeping vines, streaks of soot marking blasted and still flaming debris jettisoned so far into the stratosphere that they were only now, many minutes later, succumbing to gravity, plummeting back to earth and streaking the sky with the soot of their dying passage.

Reggie's mind, unbidden, with the automatic industry brought by years of far spread travel rapidly ran down direction and distance, his subconscious calculations pin pointing the epicenter while his conscious mind was overwhelmed, stunned to a stupor at the sights he now beheld.

Normally unflappable, taciturn in all things, Reggie thought he'd seen it all. The good, the bad, the ugly, the magnificent, and everything in between. As tears welled up in his eyes, as the gravity of this unimagined sight sunk in, as the cascade of realization as his mind struggled to comprehend destruction and death on such a scale, he knew, deep in his soul that the world he had so contentedly taken for granted, the veneer of peace and tranquility had been annihilated along with the city. That illusion sundered as surely and swiftly as a puff of smoke in a typhoon. As surely and swiftly, as brutally, as the millions of lives within it's borders had just been snuffed out.

Nothing would ever be the same.

His mind screamed the eclipsing horror his voice would not, could not utter. The torrential scale of it washed over him. Only vaguely was he aware, as if chasing a fleeting dream in the light of dawn, of his young compatriot, frozen stock still, eyes locked and unblinking, the scope of what he was seeing too much for the young stallions mind to cope with.

Reggie felt other eyes burning into him. Sluggishly, pendulously, as if his head was encased in amber, he swung his gaze around, finally meeting the steady, relentless, one eyed gaze of the Once-Commander. Once-Captain.

That single eye was deep, bottomless, and filled with the sadness of knowledge. The knowledge that this wasn't the end of terror, the end of destruction, pain and death, but that this event, as horrific as it was, was nothing but the prelude to what was to come. Reggie saw this, and knew it for what it was. Somehow, through a bone dry throat, over a tongue that felt foreign in his mouth like some alien thing, the engineer found his voice, rasping, choked, and barely a whisper.

"How...how bad...how bad is it? How...how many..."

His voice trailed off, the words swallowed again by the Saharan dryness that had subsumed his mouth. His vision was drawn back to the cloud eating away at the horizon, pulled inexorably by an irresistible magnetic force. The cloud continued to grow as Behemoth spoke, the rumbling timber of his low voice a fitting funerary dirge.

"We don't know...judging by the size of the cloud, the strength of the magical feedback, the pressure wave that was felt even here...we can imagine, we can guess, but we don't...we just don't know-"

Dusk's attention had been drawn to the sky by a sound and motion faint in the distance, that had passed unnoticed by the others. He spoke, his parade ground, boisterous drawl subdued and drawn as Behemoths, a similarity those two had only shared once before, a long time ago, and far, far away.

"We don't know, kid, but we're about to find out."

Behemoth looked to his old friend, and then followed his gaze into the sky. His eye, lone as it was, was still as sharp as ever. He recognized the three rapidly approaching dots as they angled in, hard and fast, holding perfect formation as they twisted in from high overhead.

Three pegasi, each clad in a custom, fully sealed and heavily insulated variant of Guard flight armor. No coat, no flesh was exposed, even their wings were tightly wrapped in a flawless, insulating sheath. Thin, long, flattened cylinders vaguely reminiscent of oversized drinking flasks were strapped tightly between their wings, armored tubes leading from them to the over sized helmet-masks that engulfed the ponies entire heads in glossy black armor.

They landed heavily, without flare or ostentation. Their armor was caked in hoar frost, crackling and steaming off of their frames as it quickly melted, the ground level temperature scores of degrees warmer then the near record breaking altitudes they had just returned from. The three moved slowly, sluggishly, their motions stumbling and graceless. Dusk knew that such difficulty was not a result of the gnawing cold, or at least not entirely. He'd seen it before. He knew what the report would be before they spoke.

Slowly, fumbling the helmet release with cold numbed wings, the central form finally succeeded in pulling the heavy flight helm away as the other two followed suit. Young, almost startlingly young, and handsome enough to adorn a recruiting poster, the Lieutenant, Stratos, had his picture perfect features drawn tight and pinched by the cold, and by the news he carried. Even from within the protective confines of his helmet, the coat of his face was encrusted with ice crystals that had frozen from the vapor of his own breath, wreathing his muzzle in a shimmering beard of ice.

"It's...the city...it's gone." He swallowed heavily, an inadvertent shiver running up his spine, the autonomic motion shaking loose a cloud of ice crystals that thawed in the air before hitting the ground, vaporizing in mid fall as a fine mist.

"The detonation...happened in Central Park, as far as I can tell. The crater stretching from the west coast to the east river, dozens, hundreds of feet deep. It's...too bright to look at...blindingly bright, glowing. Burning. The core of it is still burning. The whole...the whole city is burning."

He shook his head slowly, his shoulders sagging. He suddenly looked very, very old. The Lieutenant had no way of knowing, but that core would still be a blazing inferno over a year from now.

"If...if anyone survived...I don't know how...so...so much fire..."

It was no more then what Dusk had expected. The feedback of the magical detonation had been unlike anything he'd ever experienced in his more years then he'd admit publicly. The power of it, the force of it tearing through his mind so terribly strong. He still tasted the familiar coppery tang of blood in the back of his throat from the burst capillaries, the nauseous, sea sick wavering in his gut he'd managed to control only through sheer force of will. Once he'd recovered his senses back in the library, he'd known that moment that there was no hope for survivors. The city that never slept simply wasn't there anymore.

"There was...something else, sir. Something that..."

Dusk's attention refocused on the new speaker, the Lieutenants port wing-pony. Older by two decades then his officer, Cumulus was a Celestial Guard lifer, who had transferred over to the Lunar Guard after the Changeling attack on Canterlot. The first Changeling attack, at any rate. Dusk and he had served together for many years, and, like the elder unicorn Captain, Cumulus had turned down more then his fair share of promotions, opting to serve as a recon specialist. It came as no surprise to Dusk that the veteran NCO's eyes had picked out details that his officer had missed. Cumulus continued.

"In the crater, near the epicenter there were...I don't know how to describe them...Tears. Rifts. Jagged slashes and holes of...difference."

Behemoth frowned, his head cocking to the side, to bring his good, original ear in line with the speaker, an unconscious effort to hear him as clearly as possible. As his protege showed understandable confusion, a cold stone of recognition dropped into Dusk's stomach. He knew what the Sergeant was describing, even if the Sergeant did not.

"Through them, what was beyond them, it was..."

He heaved a heavy sigh and shook his head in frustration, words failing him as he tried to explain what he had seen.

"Different. It was...like looking through a...a...window, a..."

"A door into another place. A path into a different world."

Dusk spoke, finishing Cumulus' thought. It was a struggle for him to keep his voice as level, as calm as it was when he found the words. Behemoth's attention realigned to Dusk, meeting his eye, an inquisitive brow cocked over the one that remained in silent question. Dusk answered the wordless question as the attention of those present turned to him, even the railroaders finally breaking free of their shock to listen.

"I was afraid of that, but that's a threat for another day. We've got a far more immediate issue to deal with."

Dusk nodded past those assembled around him to the city of Canterlot. Even from this distance, more then a score of miles away, fat, chugging plumes of smoke could be seen clawing slowly into the sky. The faintest, fleeting glimmers of dirty orange flames just barely flickering into visibility at the base of those meandering dark smudges.

Reggie watched as, miles away, another of the resplendent, graceful towers adorning the side of the mountain that jutted up through the center of Canterlot broke loose, its almost unfeasibly tall, narrow, needle-like form turning a graceful pirouette in the air, the point of its tall conical roof driving into the streets below like a giants spear. He could only imagine the deafening, terrible cacophony such a thing would have caused, at this distance, it happened in stark silence. Quiet and awed, the always taciturn engineer found his voice.

"Why...why are you showing me this, why come to the rail-yard at all? We...we aren't soldiers, we can't fight...we can't...we can't stop...this."

Behemoth answered him.

"No. No, you can't. To be honest, neither can we, in all probability. But we will try. Because we must. Because we, one hundred and forty eight souls, are whats left. Because we are all there is, all that stands to break this tide, and maybe, just maybe turn it back."

"We didn't come here to ask you to fight."

Behemoth turned his back to the great, burning city, facing the burly engineer.

"We came to ask you to be our Charon. To be our ferryman. To deliver us to what will, most likely, be our deaths."

Reggie had no words. He met the single golden eye, and looked from Behemoth to Dusk, to the flight of scouts, and back. The same look adorned all their faces. A stony defiance, an unwavering determination to do what must be done, and beyond that, just below the surface of that proud facade, the understanding of what such definace would cost them. An acknowledgement that what they were on a collision course with would most likely be their own mortality. An acceptance of the death they would be called upon to render on a grand, terrible scale, and, more then likely, endure themselves.

Words, never his strong suit, failed him now. He knew what Behemoth was asking, understood quite clearly. The sensation that swelled in his bosom was an odd amalgamation. Fear, trepidation...and more then a little pride at being chosen for a task such as this, at being trusted with such a brazen act of lunatic bravery as steering a locomotive into a war-zone. Dusk's voice, level and low filled the lingering void.

"We can't force the two of you into this. Ain't our way. You can say no, right now, an walk away. We'll let you go an that'll be that. Truth be told, it's probably the smart thing for you fellas to do."

The grizzled warrior looked to the young firepony, and on to the veteran engineer. He continued in a low, almost apologetic tone.

"We've got a company an a half of soldiers that need to get twenty three miles as fast as possible and be fighting fit when they get there. If you don't want a part of this, we've got battlefield engineers that can probably figure out how to get one of these big iron bastards moving...probably. But it'd be faster an a helluva lot less of a chore to pull off if you two'd take that role. If you chose it. Just know what you're getting into, one way or t'other."

Reggie shook his head slowly, walking away from the assembly. He brought a hoof to his brow, his mind racing. He was aware of words being spoken behind him, but had no comprehension of what was being said. This was all happening so quickly. Barely five minutes ago he'd been toying with the idea of a lazy afternoon nap, playing a card game and listening to the snores of his young protege, and now. Now...

His mind flashed back, running through the dank musty corridors of his past unbidden and uncontrolled, like a runaway train. Images of those he'd had. Those he'd lost. Parents, long since dead, friends lost to the ether long ago, whose fates he'd never learn...his wife and daughter, gone now, he knew not where, for almost a decade. All lost now in the past he never spoke of. The events not a one of his compatriots, not even Dusty, young, strong and dependable, could ever imagine.

Dusty.

He turned, looking back to his young charge. The closest thing he had left to a friend. To family. Out of the corner of his eye, Reggie watched the three pegasi of the scout flight take back to the air, spiraling up, and banking out of his vision in the direction of Canterlot. Dusty had chased after Reggie with his gaze as the engineer had veered away. As their eyes met now, the young fireponies thoughts were an easy to read echo of his own. This was a hell of a mess, and all unfolding far faster than either could keep up, a jumbled, tumultuous catastrophe crashing down on them both like a landslide, threatening to bury them both.

Wordlessly, they each found a reservoir of strength in the other. As overwhelmed as they both were, neither would let the other down. Dusty gave him the whisper of a nod, a barely there bow of his heavy head. It was all the dialogue they needed. Drawing on that loyalty, Reggie composed himself, pulling himself back up to his full, compact stature, and marching right up to Behemoth and Dusk.

"Ok. We're in. What's the plan?"

Dusk and Behemoth paused in mid conversation, turning to the two civilians. it was Dusk who responded.

"Glad to hear it. Lets get down to it, then. We need that engine ready to go in..."

Dusk turned, looking back towards the rail hub. Reggie followed his turn. The squad of Guards that Reggie had taken note of clustered around a string of passenger carriages had set to work. The unicorns among them were using their magic as cutting beams, slicing through the stainless steel of the car-bodies. Fat, sizzling orange drops of molten metal trickled down the sides of the once shiny and new carriages. As they watched, one such dusky orange blob, like a half rotten fruit, melted a slow, implacable trail through a wide passenger window, bisecting the glass. Earth ponies were visible in the interior of the cars, hollowing them out, casting the benches and seating out, strewing the debris into the space between the rails as the car were brutally and efficiently re-purposed. Dusk continued after appraising their progress.

"Forty minutes, give or take."

Reggie's response was immediate.

"Not possible."

Dusk, not a particular fan of that particular phrase on the best of days made no sound, no motion in response, save a glacially slow arc of the brow over his left eye. Reggie answered the unasked question.

"Our loco is cold. On the wrong track, and already hooked."

"Cold?"

It was Behemoth's turn to seek clarification.

"Fires out, no steam pressure. It'll take us just shy of three hours to get enough of a head of steam to get her rolling. Then we'll need to get our load uncoupled, get her on the right track, get those passenger cars hooked up..."

"How long?"

Reggie mulled this over for a few seconds, before answering Behemoth again.

"If we don't hit any snags, nothing crops up, four hours, start to finish before we'll be ready to roll."

Behemoth and Dusk spoke in perfect unison.

"Unacceptable."

Reggie looked from one to the other, slightly bemused.

"Well, it is what it is. Unacceptable or not, that's the best case scenario. It simply can't be done faster."

Dusk Shield strode up past the engineer, his gaze moving back and forth across the yard as he processed this latest information. Storm cloud eyes darting as he picked out the offending details that would cause such a delay. Locomotive, load, tracks...his tacticians mind churned, seeking an alternate solution.

"Ok....so...over an hour to switch loads and get us on the right track, right?"

Reggie and Dusty looked to each other, nodded in agreement, and then to Dusk, nodding again. Behemoth had seen this play out before, and kept his silence to let Dusk's mind do its work.

"Alright. Fuck that engine then, we'll use that one."

He pointed to a huge, tarp covered shape, a not inconsiderable portion of which was jutting out of one of the small yards three maintenance bays. The bay whose line had the passenger carriages that were being converted as they spoke. Reggie's eyes shot open from their usual, sedate state, and he barked out a sharp laugh.

"Well, yeah, that'll do. Assuming she'll run, and isn't under that tarp in fifty pieces, yeah, that'll save us an hour, easy."

Dusk nodded and started towards the covered shape, just shy of a trot. His sudden motion left the other three in his wake. They had to jog to catch up with him. Reggie spoke as he drew parallel.

"We'll still need a couple hours to get a head up. No way around that."

Dusk nodded again.

"Well, I have an idea about that...might be a really, really bad idea, but...Behemoth, gather up our six boneheads that are best with fire. Firestarter, Incendaria, you know the crew. Have em meet me in the hangar."

Behemoth was off without a word, angling towards the assembled Guard ranks before Dusk had even finished his sentence. He had a good idea what Dusk's plan was. A dozen seconds later, and the brisk clip that Dusk had set had led him, Reggie and Dusty into the bay, in the lee of the ponderous shape. With a sharp burst of magic and the accompanying stink of ozone, Dusk yanked the heavy duty brown tarpaulin aside, flinging it deeper into the hangar.

As the shape beneath it was exposed, Reggie let out a long, appreciative whistle. Dusty's response was somewhat more direct.

"That, is one big bitch."

And it was. Sitting there, well over a hundred feet long, steel gleaming in the afternoon sun, polished, oiled, proud, and bastardly big, was one of Equestria's only six 4-8-8-4 monsters. A bronze plaque across the nose of the great steel beast read "Leviathan". Reggie couldn't help but grin like a school colt. He'd always wanted to try his hoof at running one of these beasts, but had made his living on the smaller, (and drastically more practical), 4-6-2's. He was up and in her cab in a flash, Dusty barely a hooves breadth behind him as they checked the beast over.

"Ok, lessee...tanks are topped off, that's a good sign. Must've been planning to move er today. Dusty you find the-"

Before Reggie could even ask for it, his firepony had found and handed him the maintenance log. Dusty hopped down from the cab, and started along the side of the steel monster, his quick, precise and experienced motions too fast and efficient for Dusk to glean what, exactly, the young stallion was doing. The sound of approaching hoof-falls heralded the return of Behemoth and the Lunar Guards six best pyrokinetics. Dusk nodded his approval as the seven of them crowded around him.

"Good, good, you found them."

"Wasn't hard chief, we was doin the cuttin. The hell you want from us now, need somethin..."

He grinned, it was a cruel, lipless twist of his already ugly features.

"Or someone, lit up?"

Small, quick, and mean, with a shifty, twitchy countenance that endeared him to few, Firestarter was the unofficial spokes-pony of this particular sub-sect of the Guard. Son of a bat-pony and a unicorn, he'd inherited the fur tufts and fangs of the one, and a penchant for destructive magic from the other. A penchant that had landed him in more then a bit of legal trouble before his enlistment. Dusk had himself negotiated with the Judge, gaining the mean spirited little bastard a conditional reprieve from conviction as the result of his numerous arsons. The other five, enlisted of their own accord had gravitated to him, the ease at which he resorted to fiery violence, his cruel volatility ensuring control over this small band of miscreants.Dusk was loathe to have such a troublesome band in his company, but there was no denying their effectiveness and raw talent for flame-work. The veteran Guardspony had dealt with talented thugs before, and they could be a useful tool...providing they were kept in line. A task Dusk had never had much issue with. He turned to the engineer high in the cab of his great steel monster.

"Reggie, come on down, sir, I need your...guidance."

The engineer turned to face the veteran, his eyes bright, an unconscious bit of smile tugging at the corner of his mouth. It faded, the enthusiasm in those eyes replaced with an open caution as he caught sight of the six new faces. They often had that effect. Graceful despite his size and well practiced in the motion, Reggie hopped down from the cab in a single, casual motion.

"Sure, Captain, with what."

Dusk motioned down the flank of the slumbering steel beast, and Reggie walked with him along its length, Firestarter and his minions behind them, the ever ready one eyed vigilance of Behemoth silently bringing up the rear.

"You said it'd take almost three hours to get this thing heated up, yeah?"

"Yes. This is a newer model, she'll build pressure a sight faster, but you're still looking at two, maybe two twenty before she'll be moving."

"And that time, it'll take that long to get that much water cooking, right?"

"Yup. twenty five thousand gallons. Not a fast process."

"So I've gathered. So, my question for you is this, what if, instead of trying to warm it all up from the...oven..."

"Firebox."

Dusty, who had joined them as they walked, spoke now for the first time in this conversation, giving Dusk the proper term. Dusk nodded in silent thanks before continuing.

"Firebox. What if, instead, we had the firebox running...and were simultaneously heating the exterior of the tank at the same time. What kind of time would that save us?"

Reggie leaned back with a frown, his dark brown eyes narrowing.

"I'm not...I'm not quite sure what you're suggesting, sir, but-"

As way of clarification, with a dirty chuckle, Firestarter let loose a blast of magical flame towards the overhead steel beams of the servicing hangar. A half second later, his five minions followed suit. It lasted just a few seconds, and then was gone. The wave of heat and the stink of ozone and heated metal from the now dully orange I beams overhead the lingering and none too subtle reminder.

"That's what he means, big boy. He wants us to heat things up for your little clockwork toy here."

Reggie's eyes shot open, a mix of horror and fury the strongest emotion Dusk had seen from him all morning.

"No. No way. That's fucking insane. We're talking about twenty five fucking THOUSAND FUCKING GALLONS of pressurized fucking steam!! You overheat that, you rupture that tank, or heat it too fast, or not evenly, the blowout would flash boil every living thing in a hundred yards of this bay in about two seconds. Your coat would incinerate, your eyes would flash boil and explode in their sockets, your flesh would melt and run like wax, clogging your ears, your nostrils, your mouth. You'd die, screaming in silence, choking to death on your own melted flesh as it filled your lungs."

Silence reigned for a stretch of seconds. It was, finally, broken by Firestarter's twisted, sneering voice, although now lacking a bit of its original arrogant tone.

"Psssh, yeah right, big boy, yer talkin like you've seen-"

"I have."

The fury in Reggie's face was plain to read. Even Dusty had never seen him like this. As he'd spoke, Behemoth had moved from his place behind the Burners, recognizing the fact that the threat was no longer with them. Reggie was dense, and powerful to spite his height. The once placid and circumspect engineer had, with his blood up, just became the most dangerous thing in this hangar by a healthy margin, training and combat experience be damned. Dusk stepped in, verbally and physically, turning his decades of experience to diffusing the burgeoning situation before it got ugly.

"Which is why I want your guidance on this. You tell them where, and exactly how much heat to use. We do this smart, we do this right, and you show us how."

The rage fire in Reggie dimmed a bit, the wave of fury that had crested so suddenly abating, but just a bit. His focus had never left Dusk.

"This is a terrible idea. We screw this up, even a little bit, and we, all of us, will die. A steam explosion like that...it could vent towards the town, and Celestia only knows how many..."

Dusk stepped right up to Reggie, muzzle to muzzle, he spoke with quiet intensity, the words an intense whisper, the eyes of engineer and combat veteran locked in a mortal struggle, as much on the line with this fight as any physical conflict in Dusk's many and eventful decades.

"That won't happen, Reggie, because YOU wont let it. Listen, if we had the time, we'd do it your way, but we don't. Right now, ponies are dying. Every second we spend here, the body count in Canterlot and throughout the Empire gets higher. Every second, more ponies die in pain and terror. We can stop that. This plan...It's crude, it's ugly, and it's a terrible damned idea, I know that, but this way we might just be able to save some of those lives. YOU, might be able to save some of those lives."

Reggie held Dusk's gaze in silence. Behemoth tensed, readying himself. As experienced as Dusk was, he was a unicorn, and couldn't even dream of matching the strength, the sheer bone density and muscle mass that Reggie had so effortlessly at his control. A single blow from the engineer could crush Dusk's skull.

Reggie sighed, looking away, breaking the death glare, his imposing physique deflating, just a little. When he looked back, much of the fire in those dark almost to black eyes had faded. The fire was still there, simmering, but no longer in danger of exploding. At least not immediately. His voice was drawn, dry, raspy.

"They'll listen. Your reprobates. They'll do exactly what I say, exactly how I say it, no bullshit?"

A slow, predatory grin, spread across Dusk's face at the deescalation. He turned to face the Burners at his back.

"What do you say, you surly shits, you in a hurry to choke on your own melted faces, or're you gonna listen to the stallion here and not spend the last moments of your miserable lives as screaming meat puddles?"

After a few seconds silence, a previously unheard voice from the back of the small group chimed in.

"I uh...I vote for the first one. Not the...uhh...the one where we don't be a meat puddle."

Firestarter's head snapped around, and he shot the larger stallion a wicked glare at having the gall to speak, but said nothing himself. When he looked back, the begrudging acquiescence was plain to see in his eyes. He nodded. With that, Reggie led the six pyromaniacs off, guiding them, one by one, to the areas of the tank that were closest to the surface. The curved stretches of bare steel without any adornments or interference. Without needing to be told, Dusty clambered back up into the cab, and started stoking the fire in the more traditional, and perhaps less suicidal fashion.

Dusk and Behemoth found themselves in a not unfamiliar situation. All those around them were preparing, getting ready for the coming battle in one way or another. They knew their tasks, what was expected of them, and veterans, hooligans, and civilians alike had set about those duties. For now, for a few moments on the cusp of battle, the Commanders found themselves unneeded.

Walking together, they made their way out into the train-yard. A hundred feet to their left, the massive locomotive was slowly but surely being brought to life. A hundred feet to their right, the string of rail cars was well into being modified. They stood there alone at the center, watching the orderly preparations at their flanks.

He spoke without fear of being overheard, his voice clear and crisp, Behemoth broke the silence.

"So. What's the story, Dusk. What're our chances here?"

"I uh...I don't...I mean I haven't..."

When he spoke, here and now, when only Behemoth, the only other survivor of the journey into the Deadlands that was still breathing, the only other soul to make it off the cobbles of the Lunar Citadel courtyard over a year ago, when Behemoth was the only one who could hear him, Dusk's voice was drastically, tragically different. Far removed from the bravado and bluster, the facade he kept up in all aspects of his increasingly public life, Dusk's voice now was drawn, reserved...old. It lacked the endless, ageless vitality he had displayed to hundreds, thousands of recruits of three separate Legions over the decades. Now, no longer needing to act, no longer needing to put on a show, not for the one living soul to walk through the fire with him, over and over again, he was worn, tired, almost fragile.

It silently shocked Behemoth to see his mentor and friend like this, to realize, to really understand just how old this fellow survivor was, and the strength and effort it must take to bury it so convincingly, for so long. Behemoth spoke past that surprise.

"Don't give me that. I know you, you've been running the numbers on this since it all started. It's what you do. Give me the odds, no bullshit."

Dusk sighed heavily, a heaving exhalation that almost seemed to deflate him. His silence drug on to the point that Behemoth was about to push again when the Captain finally spoke.

"We're taking one hundred and forty eight...well, one fifty now, into a city of just shy of a million souls. We'll be cut off, outnumbered by, most conservative guesses, fifteen to one. We'll have no support, no reinforcement, no logistics. No medical support....If we break, if we're overrun, we die."

He glanced to Behemoth.

"Well, most of us will die."

Behemoth frowned, playing dumb at the implication of that statement.

"I don't...what do you mean by-"

"Oh don't give me that, take your own advice boy, no bullshit. I was at the Citadel with you. I watched the King run you through. I watched you die."

"That was...no, I was hurt, damn badly, true, but I-"

"No, Behemoth. No. You were dead. I've seen enough death to know it when I see it, it's not something that looks like anything else. They took a corpse off those cobbles, a husk."

A slight puff of magic, and a clink of metal as one of the many recessed, hidden caches along the spine of Dusks armor popped open. He telekined out a long cylinder of wax paper and a well kept but equally well used copper lighter. The brown paper was peeled back, and two cigars removed. In a well practiced display of magical precision, Dusk cut, lit, and passed one to Behemoth, keeping the other for himself. After the first slow drag, he continued.

"A hundred and fifty of us will go into that city. A hundred and forty nine will probably die there. You...I suspect that you can't die. Not anymore. I don't know what exactly was done to you, I'd hazard a guess that the Princess was involved..."

A noncommittal grunt was all that Behemoth contributed to this, at her mention.

"-but I can't imagine what, exactly. Not my field. And really, truth be told, it doesn't matter much."

He took another long, slow draw, letting the heavy, earthy smoke fill his lungs and mouth, savoring the flavor of the one vice he still allowed himself, as he did on the eve of every battle he expected not to come home from.

"If. If the tracks are intact. If we don't derail and all die on the way in. If those pyromaniacs don't blow that engine and burn us all alive. If we aren't hit and overrun before we can dismount and get organized. If the Third and Tenth are still fighting. If they aren't already dead. If the walls have held. If. If. If. If..."

He turned to face Behemoth full on, meeting his eye."

"If everything breaks our way, if every flip of the coin of fate comes up for us. If everything that can go right does, and everything that can go wrong doesn't, I give us..."

He rocked his head side to side, taking another puff.

"One chance in three."

After a moment of holding his gaze, Behemoth looked past him to the assembled rows of Guards waiting near the carriages.

"One in three."

"Yeah. Odd's get a little better for us if we manage to get to the grounds in one piece, but even then, two in five, around there somewhere. We'll have training, cohesion, and equipment at our advantage, and our backs to the Palace, that'll all help, sure...here's hoping its enough."

"Here's hoping."

They stood silent for a time, before Dusk, with a smirk, glanced over at his cobalt blue friend.

"The Princess gonna give you a hard time about that, you think?"

He smiled, nodding at the cigar clamped in the corner of Behemoths mouth. Behemoth smiled around it in turn.

"Oh, I don't think she'd give much of a damn, really. I'd hazard a guess that the stigma of tobacco wears off after the first four or five hundred years. She probably ask if you had another. Or just take mine, besides..."

He took another, long, luxurious draw.

"I doubt it'll be this kinda thing that finally kills me."

Dusk chuckled at this. Behemoth continued.

"Nah, Derpy wouldn't approve though, she'd be fourteen levels of pissed if she saw me now. She'd...harm me."

"Your little sis? Nah, she seems like a sweet heart, I'd bet she'd never hurt a fly, that one."

Behemoth shot him a wry, barely there smirk, remembering the events at what had once been the Ponyville schoolhouse, just the night before last.

"Yeah. You'd think that, wouldn't you?"

What needed saying had been said, and the two of them stood there in silence, their gaze turning back over the idyllic

little burg rolling off into the trees. Two silhouettes on the rails, smoking as their world burned down around them.

Author's Note

And here we are again. Reggie and Dusty, the trains-ponies, are the first guest stars of this work. They are not my creations, but solely those of http://www.fimfiction.net/user/Railroad+Brony

who was kind enough to allow me to use these fellows in my ongoing literary madness. He's been a hell of a help over the years, with information and editing that I missed. It's also thanks to him that I even found this site, as I used to only post on EPFA. Swing by his page, check out his stories and thank him, if you're so inclined, for loaning me his fellows. Hope you liked the chapter, drop a comment and let me know.

28: Into the City

At ninety miles an hour, boilers redlining, polished stainless steel hide reflecting back the dirty orange firelight glow, her whistle howling like the approaching roar of Satan himself, Leviathan plowed into the brown and red brick of the grain silo that the Changelings had cunningly dropped across the rails in an attempt to stop her. To derail her.

It failed.

An explosion of brick dust billowed out, obscuring the great steel monster for a fraction of a second before she punched through. Just as her titanic nose erupted from the clouds of vaporized masonry, the shotgun blast of bricks propelled forward by the impact tore into the waiting ranks of Changelings and traitors. A tsunami of five pound stones propelled to match Leviathans insane speed and their accompanying cloud of lethal shrapnel made the first kills of the liberation of Canterlot. Limbs were severed, chests were stove in, heads were torn clean off as the cloud of death tore through the assembled and waiting force.

Such was the unexpected destruction of the Changling horde, whose drones had been at the vanguard of the trainyard ambush, that, for a moment, the sudden synaptic backlash through the Hivemind at the loss of so many in so short a time stunned the Changelings throughout the beleaguered city.

That one moment of pause, a scant few seconds of hesitation was seized upon by Canterlot's desperate defenders. As the Changelings stood dazed, scores many more drones were struck down as constables, chefs, architects, roofers, tailors and all the brave denizens of Canterlot rallied in defense of their city, fighting with renewed vigor in a grand, raging battle that they didn't know they were a part of. In small bands, formed ragtag in the swirling chaos, or struggling alone against their innumerable foes, Canterlot's denizens wouldn't be so easily overwhelmed this time. They stood. They fought.

Brave past the point of sanity, without training, with only improvised weapons, without command or discipline, atrociously many civilians had died in this battle and continued to die with every passing moment, but they were taking more then their fair share of drones with them as the streets ran deep with red and green blood alike.

And through it all, Leviathan kept on rolling.

The yard buildings, hangars and bays, warehouses and sidings had been taken down, blasted apart by powerful magic. A huge mound of blasted stone and piled earth lay heaped at the head of the main line, directly in her path. Hunched atop the debris like some great demonic crab, glowered the midnight dark, six legged, scythe limbed beast of another of the Changeling Guards, the brute who had been tasked with preventing any help from coming to the Capital by rail.

He, too, failed.

Her gleaming steel wheels finally left the tracks as momentum took Leviathan up the broken hill. She shed speed quickly as she climbed. Her powerful, heavy wheels gouging deep troughs through the loose packed masonry and pavement. She slowed fast, but not quite fast enough.

Its menacing, reflective black form was still standing there, dazed, static in shock and surprise, when a hundred tons of steel took the creature full on in its chest. As imposing, as lethal a beast as it was, it was nothing compared to Leviathan. Leviathans proud prow shoved the creature up the hill it had created, the Changelings armored sternum cracking, painting the nose of the locomotive with jets of its vibrant green, acidic blood. It sizzled and popped, discoloring the gleaming steel with a chemical patina that shifted and ran with all the colors of the rainbow, but as potent as the acid was, the steel was stronger. Leviathan held firm.

It was then, in a move of unthinking savagery, or, perhaps, panic, that the Changeling Guard made the most dreadful mistake of its life. And the last. Jabbing and slashing wildly, its massive scythe-like forelimbs flailed and sliced, scoring the metal in bright shining streaks, buckling and gouging the thick steel. One such blow found a weak spot on the massive cylinder, slipping between two plates and popping the weld. A jet of super heated steam shot out from the minuscule breach, like a geyser from its geological vent, dozens of feet out at a right angle to Leviathans finally slowing forward motion.

The jet of super heated water only lasted a few seconds, but in that time it was carried over a mixed group of Changeling drones and massed cultists. The cultists tumbled away screaming, those that could, as their coats were flashed burnt away in a blink, the flesh beneath boiled and ruptured. Figures whose left half, or front half, or face, or legs were reduced to a monstrous mass of featureless swollen pink flesh, tumbled down the mountain of scree, shrieking their unimaginable pain to a pitiless, smoke filled sky.

The drones met a different fate. As the cloud of vapor swept over them, it super-heated the fluids encased within their chitinous exoskeletons. While the ponies cooked from the outside in, the heat had no such way to dissipate from the drones.

They exploded. The drones unlucky enough to be caressed by that narrow geyser detonated like black powder charges as their own bodily fluids were super-heated within them. Without any room to expand, as thermal dynamics demanded, the result was inevitable as it was horrific. Each individual drone became a bomb, adding the chaos and destruction of their own explosively fragmented bodies to the sudden madness.

All of this, from the moment where the Changelings blade had first pierced her steel flank, had taken place in the span of a scant few seconds. The high pitched screaming whistle growing louder and more shrill. Higher and higher pitched, the sound grew past the point of painful. Leviathan, noble and strong as she was, couldn't withstand such a breach, such a high pressure vent for long.

From the cab, and in turn from each of the six carriages it pulled, spheres of magical luminescence blossomed into being, like glowing, multicolored pearls in a necklace. They sprang into being half a second before the twenty five thousand gallon tank of Leviathan's primary boiler blew.

The tumbled wreckage of what had once been a train yard vanished. The embers of magical fire that had brought the entire depot low were extinguished. The staggered, haphazard ranks of cultist and Changeling alike disappeared as a tide of steam as swift and deadly as an avalanche flowed over them. Many dozens more died, their screams buried in the heavy white clouds.

Screams and chittering shrieks echoed up out of the ground bound cloud, muffled voices of those trapped within the billowing steam cloud.

Quickly, however, it faded. Leviathan's whistle gave one last, long, drawn out funerary note, tapering off to silence as the last vestiges of steam escaped from her rent frame. As the echo of that sound died, the steam had already begun to settle. It fell quickly from heavy, fat clouds that appeared as nothing so much as grounded cumulus, to thin, drawn and running shapes more akin to cirrus, only pooling and deep in the deeper holes, craters and valleys blasted into the mountains of debris.

From within the swiftly dissipating cloud came a series of muffled metallic clangs, half a dozen all told. The sound of metal striking brick and cobble debris, but still, nothing could be seen.

The head of the Changeling Guard, standing taller than the locomotive, was the first thing to rise from the steam. It's massive, sloped head and broad hunched shoulders rose from the fog like the peaks of some ancient, weathered smooth mountain range. The more of its grotesque shape that swam up from the depths, the more obvious it's fate became.

No longer was the massive beast the inky black of its kin. The light no longer played across it's surface casting back a rainbow of colors, like sunlight on oil. Now, it's inches thick chitin hide was dull and drab. A lifeless, rust brown, uniform across it's entire surface. Like a lobster in its shell, the great monster had been cooked inside its own armor. It stood now, silent and motionless. A silent testament, a statue to the death and destruction the beast had wrought...and had suffered in turn. Although it was no smaller in size, it seemed...lesser, somehow. Diminshed by the means of its death.

With the death of the Guard, as had happened in the Everfree Hive, the drones close at hoof lost their connection to the directing hive mind of the Changelings. Without that link, without direction, the drones that hadn't been slain by flying rocks or super-heated steam went mad. Some froze, unmoving. Some plummeted out of the sky. Others went animalistic, attacking the closest living thing to them, be it cultist or fellow drone. Still others took flight in straight, ballistic lines, without aim or adjustment, some flew at full speed into buildings, into billowing flames, or simply off towards the horizon, disappearing into the billowing smoke on a terminal path.

It made a wondrous mess of things.

As the last of the steam was torn away in tatters and wisps by the fire driven wind, the seven magical bubbles were laid bare. Six from the passenger cars, one, smaller, a darker hue, enclosing the cab of the locomotive itself. The magical barriers themselves blinked out in rapid staccato, the over pressure and ozone stink of discharging magic swallowed by the heavy, constant wind.

A single figure stepped down from the locomotive. Long legged and lithe, almost feline, it moved with effortless grace over the tumbled rock and brick, now made treacherously slick by the condensing steam. Rivulets and streams ran down hill, the air heavy and humid as she stood there alone. Her brilliant, glowing turquoise eyes swept the yard, half lidded with a look of disdain bordering on boredom as she surveyed the chaos her arrival had wrought.

The armor she wore was beyond ancient, forged in forgotten millennia long past. Smooth, seamless plate across her chest tapered back to a narrow band tracing down her spine, between her wings, and flaring again around her haunches. The rest of her frame, stomach, legs, neck, were all enclosed in darkly gleaming chain mail, links so small, so perfectly woven, that it held the quality of a second skin, matching her every slightest motion. It was impeding her not in the slightest, granting her full freedom.

The helm was passingly similar, reminiscent of that of Nightmare Moon in its shape, but there was more to it. The plate of the helm, just as featureless and smooth as the chest plate, fully encased her head, even her horn, at the very tip of which there was embedded a large, dark gemstone, which pulsed with an internal light in time with her heart beat. Only her eyes were free, even her muzzle covered in an armored grate, made of the same immaculate chain link as the coif that ran down her long, slender neck and met with the chest plate.

Behemoth stepped down from the cab, clad in his old Captains armor, the repaired puncture wound through the sternum that had killed him was plain to see, along with the dozens of other scratches, dents and breaches. They had been roughly patched over, but no attempt had been made to hide them. They criss-crossed the plate in a mad spiderweb of interlocking lines, a pattern-less pattern leaving almost no stretch of armor unscathed. His wing blade, the last surviving creation of Solstice and his weapon of choice for half a decade, had been lost in the Everfree Hive, in it's place he had adopted a paired set of full leg blades, hinged at the knee, that covered his forelegs from the barrel of his chest all the way down to his armored hooves.

He strode forward, stopping next to his Princess as she surveyed in silence. When, finally, she spoke, her voice was steady, clear and low, made crisp and heavy by the extreme humidity.

"Into them."

There was no dramatic, overly theatrical roar of blood lust, no heart stirring speech or proud, rising battle cry. The Lunar Guard charged out of the six converted passenger carriages without a sound save hoof falls, wing beats, and the puff of their breath. Earth ponies lead the all but silent charge, lending their enhanced muscle mass and bone density to the brute task of smashing into and through the staggered, already reeling cultists and drones who were just now, finally, slowly, having their Hive Mind restored.

Pegasi went out and up, spreading high and wide, taking the sky with quick and brutal efficiency, forcing those few airborne opponents to earth, or slaying them outright. When they had taken the air, they swept down like birds of prey, harrying and isolating their ground bound opponents. Using perfectly orchestrated hit and run tactics, they never allowed themselves to get drawn into a protracted fight where their hollow bones and spare muscle mass would put them at a disadvantage.

Last out came the unicorns, horns glowing, magic building and discharging as each joined the fight in a fashion most fitting their particular talents. Some struck directly, cutting beams of coherent light bisecting rampaging drones, rapid fire bolts of magical energy tearing into clusters, hitting a dozen times in half as many seconds. Some protected their comrades with barriers and shields, others tore their foe to pieces with summoned gravitic anomalies or smashed them to the earth with hurricane force winds, still others projected blasts of pure, magical fire, cutting wide, conical swathes of destruction through cultist and drone alike. Many of the Celestial Order ran screaming off into the fire choked city, adding their own fire and smoke to the heavy blackened skies as they were ignited, burning alive head to tail.

The Lunar Guard moved with complete autonomy, choosing their fights and enemies seemingly at random. They moved quickly, but never alone. Where there was one, there were two others always close at hoof, each trio working together like a series of well oiled machines. One would parry, opening a foes guard, and his compatriot would slip in, delivering the killing blow. A massive, incredibly armored earth stallion would draw the ire of a cohort of Changelings, deflecting their assault with a tower shield the size of a barn door, and shrugging off the few blows that actually managed to reach his armor. While he held the Hive's attention, two pegasi, in alternating circles, passed within a feathers breadth of each other at such speed as to put the Wonderbolt's to shame. They orbited the melee, their blades opening throats, slashing across the backs of knees and ankles, hobbling and maiming those they didn't kill outright. The beast of a stallion advanced steadily, using his brute size and strength to force back a foe that outnumbered him dozens to one.

Behemoth, Shade and Dusk Shield formed one such trio. Dusk held back, close to the train and the Princess. All of the hidden catches along the spine of his armor were open, and his full arsenal of twelve kinetic blades were making their presence felt. Four orbited his head at the ready, like planets in a solar constellation. They struck out at any cultist or Changeling that dared stray too close to Her Highness, the perfect flying blades punching through chitin and exoskeleton as easily as they sliced through flesh and bone. The rest were with Behemoth and Shade, two off each of their wings. It was a brilliant display and a silent testament to the skill, experience and masterful focus of Dusk.

Behemoth ducked and dove, racing through the blooming battle as fast as his damaged wing would allow. Banking and rolling, he led a hissing contingent of a dozen Changelings around and through the swirling chaos of the battle below, weaving around and through raging, pitched battles that flashed by in a blink. At every high speed maneuver, the kine blades at his wings never lagged, never lost him, slashing out, biting and carving, but always returning to formation with Behemoth.

The first Changeling, hissing and snapping its translucent fangs at Behemoth's heels, met it's fate when the scarred veteran dove sudden and fast, rolling his wings around his body as if in protection. In a perfectly aimed ballistic ark, he passed between the front and rear legs of a brute of a earth pony cultist, wrapped head to tail in golden yellow prayer wrappings. Most of the Changelings were fast enough to evade, flaring hard and banking around the seemingly mummified, roaring mountain of psycho. Most. One, in the middle of the pack was closed in on all sides by other drones, it had no room to maneuver and tried in final desperation to follow in Behemoth's path. Two of Dusk's blades found in it mid dive, driving into its back, pinning its wings to its spine.

The drone struck the ground a glancing blow, enough to turn its desperate dive into an out of control tumble. Hissing and shrieking in fury, it lashed out with bladed forelimbs and teeth as it cartwheeled. The wrapped cultist saw it coming, and tried to move, far too slowly, far too late. The drone, gnashing and biting and flailing its razor appendages slammed into the side of the cultist, ricocheting off his flank and down, the impact breaking the drones neck, but not before those razor legs opened the cultists belly, spilling its guts into the mud. Fat, yellow ropes of intestines slithered free, pooling around her hooves. The cultist collapsed, screaming a horrific, echoing howl that was quickly drowned out in the tumult as the battle carried on.

While the cultists compatriots balked, recoiling from the horrific death of their colleague, the drones showed no such distraction at the death of one of their own. They rallied and redirected, and were vectoring back onto Behemoth's tail just as the two kine blades rejoined him. Through this all, unnoticed even by himself, Behemoth was grinning. He rolled back down low, running hot and fast scant inches off the ground, weaving once again through the fight. Pebbles of broken rock and brick and powderized masonry were sucked up in his wake, swirling after him as he sped.

Every now and again, he would strike out with one of his foreleg mounted blades, taking off a leg, or wing, or head in passing as he careened on. He was waiting, waiting for what rose up to meet him. Ahead, a dot of black, a flat and unmarred shadow was turning and climbing, coming around to a head on bearing with Behemoth.

Behemoth rolled right, Shade left. They passed so close to each other that their chest armor met and released a bright cloud of sparks. They were past each other in a fraction of a second. Putting the unique nature of his wings to use, Behemoth broke hard, bringing himself to a full midair stop whiplash fast, and turning one hundred and eighty degrees in the process. In the blink of an eye, his evasive flight had ended, and he was facing his pursuers down in mid air. The Changelings, hissing and shrieking their blood lust, were a bare hoof-full of seconds behind him, glass-needle like teeth bared, ready to tear into the flesh of one who had vexed the Hive time and time again over far too many years.

Shade hit them first. So complete was their focus on bringing down Behemoth, the Hive didn't even notice the shadow shape until it was within their formation, until three drones had been cut down. The remaining eight faltered and broke, turning back to face the suddenly new threat in their midst. A forth fell to Shades twinned blades as they turned to swarm him. Just as their teeth and organic blades were about to hit home, he vanished in a sucking pop and an ultraviolet flash of discharged magic. Shade reappeared a dozen feet above them, and blasted another apart with a shot of magic the very second he re materialized.

As the seven drones pivoted to bear down on Shade again, Behemoth hit them from behind. The drone that had led the pursuit of Behemoth since the begining was hit first. The cumbersome, leg-length blades hit its back in a 'T', splitting the drone open along its spine, and perpendicular to that wound, cutting the top half of its torso clean off between a set of exoskelital ribs. The drone fell to the ground in three pieces, its insectile internal organs splashing and hissing as they dropped into the red-brown mud.

Behemoth was through it and on to the next before those pieces hit the ground. An uppercut swing took off a drones wing and foreleg below the knee, the other leg-blade took the top half of the drones skull. Shade ducked a lunging bite, crystalline teeth snapping shut inches over his head. He replied with a point blank magical snap shot that hit the Changeling in the throat, blasting and melting the chitin, fusing its trachea. The drone fell from the sky, flailing and choking on its own melted throat.

As the rapidly diminishing group of drones recoiled and turned to the new threat, Shade hit them again. His matte black blades, almost invisible in the dim and wavering fire light, bit into another Changeling as it turned against Behemoth, slicing parallel lines down its spine and opening the drones back along its exoskeletal vertebrae. Behemoth met the hissing, headlong charge of another, his leg-blade driven into the creatures face by its own forward motion, splitting it open, chin to crown. Then Dusk joined the fray.

The grizzled old veteran, with no small amount of assistance from the Princess herself had cleared a swathe of the battlefield nearest the train, buying himself the moment needed to commit his telekinetic blades in earnest. Behemoth moved in, blade raised to take the head off of the last drone, when, swift as lighting two kine blades flashed in, each piercing one of the creatures multi faceted eyes. With a quick, circular rotation they liquefied the creatures brain, then punched through the back of its chitinous skull, seeking new prey. They'd found it in a trio of Changelings, coming too late to reinforce the flight that had just been eliminated. These three fared no better then the last twelve.

Four blades moving in tandem sought out a drone that had launched itself at Shade, smashing itself into the young Guards breastplate, its glass like teeth snapping and straining for his face, white-green spittle flying in its fury. One blade came in, right over Shade's shoulder and drove into the drones, the force of its impact granting the colt a short respite and pushing the drone back off of him. Three more, hitting its vertical frame with all the subtlety and grace of a sledge hammer, struck the beast from above, smashing it down, driving it into the ground in dramatic and final fashion.

The final two, turning in to dive at Shade, were distracted by a loud, piercing whistle from Behemoth. They redirected to face him. Behemoth was the higher priority, the greater threat. He had been present for or struck the killing blow against now three Changeling Guard, the rare elite of the Hive, as well as their King. He was known to the Hive. They wanted him dead. The two drones, heedless of the danger, charged him at full speed hissing and shrieking the Hive minds rage into the hot, humid and heavy air. He hung there in mid air as they screamed in at him, a toothy grin spread across his one eyed visage. The drones, dread focused in their blood lust, paid no attention to the dozen dully gleaming metallic reflections that flanked the large blue pegasus.

The drones continued to ignore the kine blades as they charged. The blades split into flights, six in each group. Between them, flanked by them, Behemoth hung in mid air, weapons down, still smiling as the drones bore down on him. The blades turned side on to their targets, swapping the piercing point for their wide, razor sharp long edges. Twenty feet. Fifteen. Ten. The blades moved as one, blossoming into six pointed stars that met the final two Changling's faster than the eye could follow. Their heads simply ceased to be. As the spiraling blades, connected at one tip and flared out evenly at the other flew into their faces, the blades spinning fast enough to draw a low, whirring moan from the heavy wet air. The drones died without a sound, decapitated in spectacular fashion by Dusk's darkly gleaming blades.

Behemoth watched as the headless bodies collapsed to the rubble a half dozen yards below him, then turned back to face Dusk and Luna, an unconscious smile still decorating his features.

"Not bad at all, old fellow, seem you still have a little-"

He was cut off as a shadow of motion flickered at the edge of his limited, monocular vision. Something had come around the nose of the train, slithering between the frozen legs of the statue of the dead Changeling Guard that would ever after stand silent sentinel on that spot. It wasn't a drone, it wasn't a Guard, it was something else. It moved in silence, without disturbing the tumbled scree and broken rock under its hooves. Passing through a puddle of condensed steam without causing so much as a ripple. It moved in a flowing gait smooth as silk, slipping through the soft, dulled shadows cast by the still imposing locomotive.

It was, quite clearly, a Changeling, but not of any sort Behemoth had ever seen. Long legged, thin, thin to the point of seeming emaciated, and unmistakably feminine, it stalked forward. It was all but invisible in the shadows, scant as they were. For a fraction of a second, the dull orange light caught and reflected back. The creature was carrying a long, narrow and wickedly curved blade, almost a scythe in form. It glowed ever so faintly from within, the same sickly, pulsing green that lit the interior of the Hives. A shimmer, a distortion of light, a twisting of the fabric of reality itself billowed around this blade, like a heat shimmer on asphalt in the middle of summer. The figure tensed, winding up to pounce. It's focus and murderous intent plain to see. It was going for Luna.

Behemoth was moving even as he opened his mouth to shout a warning. A jagged stone of horror and dread dropped into his guts. Fast as he was, this...thing, was faster. There was no way he'd get to her in time. It was in the air, silent as a tomb, silent as death, coming at the Princess, unnoticed from behind before he could even shout a warning. It was fast, ungodly fast. A barely there blur moving with such speed that it seemed that even the light couldn't keep up with it, it's sickle raised, aimed for a perfect strike at the back of Luna's neck, just below the rim of her helm.

Somehow, in the dark depths of intuition he could never comprehend, Behemoth knew that her armor, as ancient, as perfect as it was would provide no protection. That Luna's own unfathomable vitality, beyond a match for any mortal weapon, would be snuffed out by this sickle. This damned blade.

The creatures flight, it's attempted assassination was cut short by the swift and direct intervention of a coal shovel to the face. The force of the blow was astounding, halting the unidentified Changeling full stop, and dropping it in a tumble of limbs into the mud and debris with a resounding clang. Dusk and the Princess were caught unawares, slow to respond to the new threat. From the darkened cab, Dusty, still wielding the coal shovel, which was now split clean in half along the face of it, hopped down to square off with the new foe, his eyes wide in surprise, but his jaw was set, he was determined to hold his ground.

Scrabbling back to it's hooves, the Changeling, it's stealthy attack no longer an option, shook its head as if to regain its senses. The chitin of its muzzle had been smashed, cracked like a broken pane of glass and leaking glowing green blood. It lowered it's head, it's multifaceted vision locking back on Luna, who was only now turning to face the new threat. The creature hissed a spine tingling challenge, and tensed, its lethal blade raised to attack again.

Closing fast as he could, Behemoth watched as all of this transpired, still too far away to do anything but watch. Shade was drawing even with him, in another second the younger colt would overtake him, but still, they were crossing that distance far, far too slowly. There was another flicker of movement from the cab.

A flash of brown, and the compact wall of thick muscle and dense bone that was Reggie put his shoulder into the chest of the Changeling, hitting it just before it could pounce with all the fury and power of the locomotive he had just guided so masterfully. His impact picked the creature clean up off its hooves. His momentum carried it back halfway down the length of the locomotive before he started to slow. Hissing and snapping, daze by the sudden, brutal impact, the suddenly very frail looking creature flailed, trying to bring its smoking blade to bear on the engineer. Reggie's blood was up, and he saw this clumsy attack coming and batted it away with a casual back hoof...breaking the leg that held the blade just as trivially.

The creature regained just enough of its senses and for just long enough to realize this wasn't a fight it would win, and tried to scrabble backwards, dazed and concussed. It's long, black legs slipping and sliding out from under it in the mud and debris. It didn't get far. A monster of a hay maker smashed the Changeling into the stainless steel hide of Leviathan, splattering its glowing green blood across the mirror polished stainless steel surface. The force of the blow had lifted the creature off the ground once again, and Reggie's right hoof came in, holding it there, a few inches off the ground. His left, like a piston, struck again and again and again, raining bone quaking blow after blow into the side of the Chageling's head, smashing it over and over again between the unstoppable force of his battering hoof, and the unyielding object of Leviathan's wide steel flank.

By the time Behemoth, Shade, Dusk, Dusty and the Princess herself gathered around Reggie, the creature quite simply didn't have a head anymore. The engineer stood over its decapitated frame. leaning against Leviathan, breathing heavily. It was, after a few moments of trepidation, Dusty who stepped forward, the first to speak.

"R-Reggie...are you...it's dead, you can..."

He spun around quickly at the sound of his name, the fire of fury clear in his eyes. It faded, dimming as he saw that it was the Princess, the Guards, and his protege that stood around him in a half circle. He flushed, embarrassed at the sudden attention, and the act that had gathered it. He took a deep, steadying breath, closing his eyes as his barrel of a chest expanded. When his eyes reopened, they sought out Luna. His response was as taciturn as ever.

"Sorry, Highness."

She smiled at him reassuringly, a gesture conveyed by the tone of her voice, as it wasn't visible through her armor.

"Quite alright, sir. In fact, I should thank you, this creature had managed to sneak up without me noticing it..."

She looked down to its limp form, her smile dissolving into a frown, only visible in the way it scrunched the skin around her eyes, the only part of her face visible.

"...A feat that should not be possible. The constant emission of the Hive's controlling influence is a buzz I am well versed in splicing from the aether. This...thing, put out no such trace. I am not too proud to say, that I was completely unaware of its presence."

Reggie stepped away from the Changeling, clearing the way for Behemoth and Dusk to kneel around its broken form. Shade stuck near the Princess, watching her back as her attention was elsewhere.

As he examined the corpse, using his medical talent not to inflict harm for a change, Behemoth spoke to Luna, his attention staying with the body he was examining.

"You couldn't sense it? At all? You can pick up on any living thing, tree's, birds, hell, I've felt you pick up on particularly shiny rocks, how is it that this thing is a blank to you?"

"I don't know. Perhaps, this being was bred for that single purpose. Perfectly created, and equipped, for one, all encompassing goal."

She strode up next to Behemoth, and as he turned, caught his eye. When she spoke, her voice betrayed none of the surprise she felt, none of the dismay. Behemoth felt it all, however, echoing through their connection into his mind. The first time he'd ever sensed in her something that might've passed for fear of ones mortality. Shade, behind her, kept a close eye on the fierce battle that was wrapping up. The last few drones were being struck down, and those few cultists not wise enough to turn and run were being cornered and ruthlessly put down. No prisoners would be taken. Not today. She spoke as the distant noise of battle slowly died off.

"To kill me...or, at least, to kill beings such as myself. That would explain the weapon. I had thought the last of them to be destroyed many centuries ago."

The blade sat where it had fell, shimmering darkly, its form little more then the vague suggestion, attached to a flexible metal loop that allowed swift and sure attachment to a leg. It was hard to see, obscured by a cloud of something like smoke, or a heat shimmer mirage that distorted its form in an ever shifting field. It was a amorphous form that denied description. Around it, the earth was parched, cracked and desicated, as if all the moisture from the boiler detonation had been baked out of it. Brick had powderized, broken spars of metal jutting from the debris had rusted and rotted away in seconds from its merest caress. Anything the blade touched, the blade destroyed.

"A thousand years ago, such a thing was known as a Shadow Blade, although I have also heard the term Smoke Knife, Night Harvester and a half dozen other equally dramatic terms used for it and its kin. In this case, I prefer the term Reign Ender. It has a more...theatrical ring to it. The weapon is, in essence, a eldritch blade designed and created for one very simple goal, to kill that which cannot be killed. As for the creature..."

The group attention moved back to the corpse, and as they looked on, it's form softened, its already emaciated body shrinking, collapsing. As they watched, this new Changeling threat dissolved into a fetid, stinking puddle of steaming grey goo. In seconds, it held no more solid form, and trickled down the slope that Leviathan had charged up, an almost sad, anti climactic ending for a being that so shortly ago had shown such lethal potential.

"Well, that's a new trick. Makes sense though, no body left to study, a smart thing to breed into an assassin. It annoys the ever living shit out of me the way the Hive keeps adapting. Every time I think we've got a handle on these fuckers they throw something new at us."

With a sigh of annoyance, Dusk stood, stepping away from the bubbling puddle as he spoke. Behemoth, gingerly, taking great pains to avoid the edge, picked up the blade, studying it's design carefully before replying.

"Yeah, those bug bastards, don't they know they should remain constant and predictable to make killing them easier for us? But no, chitter-shits gotta be all difficult an what not."

Dusk grinned, watching as Behemoth removed his large, cumbersome leg blades and slid the Reign Ender on in their place.

"Exactly. Knew you'd see it my way."

Behemoth tested his new weapon with a few slow, deliberate swings, getting a feel for the weight of it. His one eyed attention was fixed on the blade as he spoke the next.

"Shade, have the medics move the wounded into one of the carriages, and seal it back up. We can't spare anyone to Guard them and we can't have them slowing us down."

"S-sir, I don't...we're just going to leave them behind?"

"Yes. I don't like it either, but if we don't get to the Palace grounds as fast as possible, they're all dead anyways."

Behemoth finally looked up from the blade and met the eyes of the closest thing he had to a son. Though he spoke in a deadpan tone devoid of emotion, the look in his eye was clear to read.

"I don't like it either, the idea of leaving them behind...it disgusts me. But remember what happened to Manehatten."

Although he had no face, per se, to show emotion, Shade's hesitance was clear to read in his silent motion as he set off. Dusk spoke next, to the approaching group of Guard officers, among them Shining Armor and his six personal Guard.

"Rally the squads and prepare to move out. This fight ain't over yet."

29: Death of an Empire

With the smoking, blood stained rubble that was once a train yard at their backs, the survivors of the Lunar Guard as well as Shining Armor and his small retinue moved off deeper into the burning city. The almost sub vocal, constant low roar of the flames accompanied by the faint, echoing pops and sizzles of discharging magic carried to them over the heat driven winds. A background to the shuffling of many hooffalls on cobble and the clatter and clink as armor and kit rattled in motion.

The company had formed up a loose, non-uniform circle that stretched across the wide street, from wall to wall through the seemingly deserted factories and warehouses that comprised Canterlot's industrial district, clustered around the rail lines that were the cities very life blood. When Captain Dusk spoke, his voice, crisp and clear, was sudden enough in the eerie silence to make several in the contingent start and reflexively turn to him.

"First platoon, pego's up and forward. Rooftop level, eyes only. Do NOT engage. See what's to be seen, and report."

The flutter and thump of wings joined the low noise of a reinforced company advancing. A dozen pegasi took to the smoke choked sky, bounding up to the surrounding industrial rooftops in smooth motion. They ranged forward, running as quietly as their armor would allow along the rooftops, using piping, A/C units, chimneys and the large, boxy shapes of ventilation stacks that festooned the roofs as impromptu, yet effective cover and concealment. In near silence, they disappeared into the heavy, flickering shadows.

Shade, a barely there dark shape in the best of lighting, was all but invisible in the fickle, dulled orange luminescence cast by the city burning several streets away. Closer around them, however, the damage was minimal. The streets were abandoned, peaceful. Nothing moved over the cobbles save the Guard and the occasional wind driven bit of paper or plastic debris. Even the occasional broken window or defaced store front was a sight that, in this neighborhood, would be just as common in a time where the city wasn't in its death throes. The young corporal pushed through the press of armored bodies, to the head of the column where Behemoth had taken point. When he spoke, his words were quiet, carrying just far enough to reach the once Captain.

"I don't like this, sir. It's too quiet."

Behemoth grunted noncommittally as a response. Shade continued.

"They have to know we're here, there's no way the fight at the train yard went unnoticed. Especially with the...Hive Mind...thing..."

His eye scanning the road ahead, neither turning to face his young protege or altering his steady stride, Behemoth's response was just as quiet.

"It's either good news or bad news. It may be that the fight for the city is going so bad for the Cult and Hive, that they just don't have the bodies to spare to throw at us here. Maybe, just maybe this time the city isn't going down without a fight. It's either that, or..."

He turned to Shade and smiled. It was cold and humorless. A rictus grin that conveyed no joy or reassurance. Shade suddenly regretted starting this conversation.

"Or, they've already taken the city, and are massing their forces, surrounding us to be sure they get us all this time. That when they flood in, crashing over us like a tsunami of blades and teeth and death, that none of us escape to ever disrupt their plans again."

The one eyed veterans gaze went back to scanning the road ahead, his disturbing smile fading.

"Either way it don't change what we're here to do. There's a lot more blood, a lot more death coming before this day is through. Best ready yourself for that, kid. Win or lose, today won't end pretty."

That was, apparently, enough for Shade. He went silent, drifting back and away from Behemoth a bit as the formation moved on. He stayed quiet, alone in his thoughts, as the Guard marched on.

His silent reverie was finally broken, some minutes later, when he noticed Behemoth come to a sudden, unexpected halt. A display of their discipline and training, the Lunar Guard reacted without needing a single word. The already loose formation spread further, flattening itself against the brick and mortar walls that flanked the wide street and pushing a contingent forward to flank Behemoth in a wall of steel. At the core of the group, a half dozen of the largest, most physically imposing Guard, clad in the only six suits of tactical dreadnought armor that both Behemoth and Dusk Shield had managed to beg, borrow or steal over the last two years, took up cardinal positions around the Princess. Shade had, his training taking over subconsciously, drawn back up with Behemoth into wingpony position, three steps back, three right.

As even the muted sound of their march dropped away, silence reigned, the street became a tomb. The sounds coming to them from the rest of the city were twisted and distorted, a ghostly cacophony. Desperate yells and death screams echoed around them. The explosive crash and shatter of a fire gutted building collapsing. The shrieking chitter of hundreds upon hundreds of drones, and swirling above and through all the other noise, a never ending undertone, the base for all the rest, the ceaseless crackle and roar of climbing flames.

Shade, scanning the road ahead, saw nothing that would cause Behemoth to stop so suddenly, not when they still had so far to go, and speed mattered so much. The young corporal was about to speak, when Behemoth beat him to the verbal punch.

"Hold here, something is..."

He cocked his head to the side, bringing his original ear forward, listening. Shade could swear, crazy as it sounded, that he could hear Behemoth sniffing the air itself, like a hound.

"Something is...very wrong here. Hold the line, I'm scouting ahead."

Before Shade or one of the other vanguards could raise an objection, Behemoth was off, striding purposefully down the center of the road towards the intersection forty or so yards further on. They'd need to bear left at that junction, to put their contingent on a direct course towards the city center. Towards the Palace. It was left that Behemoth moved, alone.

Observing from a distance, Shade watched Behemoth advance cautiously, moving forward in a slow, smooth gait, his head turning slowly in a fashion that appeared overly exaggerated, until one remembered that his single good eye was pulling double duty. As he reached the corner, Behemoth flattened himself against the worn brick of a warehouse wall. After a moments pause, he poked his head around the corner, low, bending his head down to below the level of his knees, so that if a foe were watching that corner and waiting, he would not appear where he was expected to. It was a single, slow, smooth motion, out just far enough for his eye to clear the corner, a precisely three second linger, then back just as smoothly, just as slowly.

He straightened up, and again flattened himself against the wall. His gaze did not turn back to the Guard, but ran up the side of the building across from him. From this distance, he was hard to read, but Shade knew him well. Knew that seeking gaze, the faint, subconscious shake of his head that Behemoth only made when encountering something unexpected.

Unexpected, and, usually, terrible.

A hushed commotion from behind him tore Shade's attention away from Behemoth. Glancing over his shoulder, the young corporal was startled to see that the Princess had moved forward to within a few short steps of the front line. Her mountainous personal Guard moving quickly, as quickly as their armor allowed, at any rate, to resume their position around her. She paid them no heed, stopping only when she had drawn up next to Shade, her eyes focused laser straight on her scarred companion. She spoke, breaking the silence.

"Forward, to the cross roads. Steel yourselves, gird your constitution, our foe has revealed the depths of its wickedness and cruelty. Be prepared for the worst you can imagine. Reality will prove worse."

She moved again, the whole contingent swelling now, moving to quickly re-engulf her in their protective mass. Shade, with Dusk at his side, almost had to trot to keep pace with the long legged deity, striding forward without hesitation or apparent concern for her own safety. The first squad to reach the intersection stopped short, struck dumb by the sight that awaited them. The first of them, well trained, experienced veterans all, were doubling over, retching into the gutter just as Shade cleared the corner, and saw what had stricken them so deeply.

The road was a river of blood and offal. Bodies, dozens, perhaps hundreds of Canterlot's citizens decorated this stretch of road, running off into the distance as far as the obscuring smoke allowed them to be seen. They had been hanged from street lights, crucified on traffic signals, gutted on the worn cobbles and left to bleed out. Oddly yet deliberately shaped scrap metal forms lined the road, a body, at least one and often more, impaled viciously upon each. The street was red-black, thick with gummy, slowly cooking blood that ran from gutter to gutter.

Dusk strode up next to Behemoth, the two of them staring at the madness before them, trying to take it all in. Behind them, Shades constitution wasn't the first or last to fail, as he violently vomited his last meal into the rust red morass. They had seen terrible things, things that they still, years later, lacked the words or desire to describe in any fitting fashion. This was another sight that would never leave them, a display of sheer, unbridled hate that would stick hard in their minds for the rest of their lives.

For all they'd seen, all the dark and horrid things done as well as witnessed, nothing held a candle to this. Brutality for the sake of brutality. Cruelty without logic. Murder without reason. Death without purpose.

"Captain!!"

Both Behemoth and Dusk Shield whirled to the shout, their responses overlapping each other in a way that might have been amusing...under drastically different circumstances. Both silently glad for a reason to look away.

"We've found one...alive."

As the 'once was' and 'currently is' commanders of the Lunar Guard approached, they both saw that alive was, in this case, a very relative term. They both saw why the Sergeant who had reported had been hesitant in his choice of words.

A crude iron and steel form had been driven into the cobbles, a form vaguely reminiscent of the Celestial Sun that the cultists worshiped as a holy sigil. Formed from twisted and broken metal no doubt pulled from the surrounding warehouses and factories. The poor stallion had been impaled atop it, shoved down with considerable force onto the jagged and twisted metal spars, so that his back was bent across it, stomach to the air. He had been disemboweled, his abdominal cavity opened to the soot choked air. The ropes of his intestines pooled on the cobbles, around the jutting metal legs. Several of those spars now stuck up through his torn flesh. Neck, chest, leg, his opened stomach...the stench was terrible. Behemoth's surgeon's mind took quick and grim stock of the wounds he could see, and extrapolated the damage that would have been done by the steels passage to bone, muscle and organ.

His clinical mind spared him no detail, gave him no chance for false hope. This stallion, a teamster judging by his build and the worn harness furrows across his shoulders and chest, likely spent his days hauling goods and raw materials throughout the bustling metropolis. What such a soul could have done to the cult to deserve such a punishment was beyond even Behemoth's vivid imaginings.

He should have been dead. By some miracle, or, perhaps more accurately, some curse, he had managed to survive his impalement. Now, his eyes were fixed on Behemoth, pleading, as his throat was no longer capable of forming words, his mouth moved as if to try, but nothing came forth but a wet gurgling and a cascade of thick blood trickling down the once strong stallions face. The blades of broken metal had visibly pierced his right lung, liver, and bowel, and very likely sliced open his left carotid. The act of removing him from such barbarity would, without a doubt, end his life, and cause him even more pain, if such was possible, then the horrific amount he had already endured.

Dusk was struck, wordless for one of only a hooffull of times in his long and colorful career. Such a sight silenced him, his jaw clenched tight. He had no words. Behemoth, however, had seen this kind of thing before...Behemoth had DONE this kind of thing before.

"It's alright...you're alright now, we're here...just...just..."

Behemoth leaned down over the poor fellow who followed him, pleading with his eyes. With a single, deliberate motion, Behemoth slid his new blade around behind the stallions shaggy head, and, between the first cervical vertebrae and the skull, slid it up and into his brain-stem. It was a painless kill. A mercy kill. As the unnamed victims last, languishing breath slipped out into the hot air, Behemoth swept the corpses eyes closed with a feather light brush of his wing.

Straightening back up, Behemoth turned, noticing that the entire assembled Guard contingent was staring at him. He turned slowly, meeting those many eyes. When his spoke, his voice was clear and strong, carrying to all who listened a confidence he didn't feel.

"I expect you to do the same for any others found like this. We can't rescue them, but we can do our duty and end their suffering."

He turned, looking down the street. It was lined on both sides by more and more of the vaguely celestial shapes, along with dangling bodies that had been strung up, citizens, by the dozens, who had been hung from street lights and awnings, as well as other poor souls, impaled in the same fashion as the first.

"Double time advance. Give mercy where you can, but move out at speed."

Without another word, or waiting to see if his orders were followed, Behemoth strode purposefully back to the head of the column, his head up, eyes fixed. After a moment, the others moved, carrying out their orders. Dusk and Shade moved forward, again flanking Behemoth, and Luna stepped up with him, resplendent as ever in her antique armor. They all ignored the fact that they were walking through heat blackened blood and viscera now spilled on every cobble. She spoke, just loud enough to be heard over the clinking metal and sticky-wet hooffalls.

"You did all that could be done...nothing but mercy is left for these poor souls."

Behemoth nodded, scanning the road ahead. They spoke without looking at each other.

"Yes, I know. Nothing but mercy for them...and no mercy for those that did this."

A half dozen more intersections came and went, the sight down some of the streets as eerily quiet as the road they had left, deserted and silent. One silent and serene, the next they came to would be a raging inferno of flame, petals of orange and red wavering forty yards high in the sky, swirling flames chewing through homes and shops and businesses unrestrained. Without remorse or pity to the lives and livelihoods devoured.

At another intersection, they came upon a pump wagon, smouldering as the high flames licked at its wooden frame. Around it lay the scattered and burning bodies of the half dozen fire ponies who had braved the madness to try and save lives, and who had lost their own in turn. Not even they were safe from the predations of the blood mad cult and it's Changeling lords. They had chosen to risk their lives in an effort to save others, to leave the relative safety of their station to try and make a difference. None were spared in this typhoon of fire and blood. To be found was to be killed. Many more would die before this day was through.

The flames had been released, and, cut loose, feasted on the city. The smoke was growing thicker the farther they moved into the capital. Logic told them it would be dusk by now, creeping into evening, but the smoke and fire had reduced everything to a orange-brown hellscape. It could have been noon of a summers day, or a winter midnight beyond the city, there would be no way to know here, within the madness. All was smoke. All was fire.

Behemoth coughed and spit, the expectorant thick and black from the soot his every breath was pulling in. His eye was watering, yet his vision was still clear enough to see the swiftly approaching shadows bank down into the boulevard a hundred or so yards ahead as they moved past the intersection with the now fully burning fire wagon. He opened his mouth to shout a warning, but recognized those shapes before a word was formed.

The scouts had returned.

Lieutenant Stratos, the same who had led the high altitude scouting back at Ponyville's rail yard, flared hard, his long, thin wings beating fast and forcefully to arrest his impressive forward motion. Behemoth felt a twinge of envy as he watched such a casual display of airborne talent. Only a few short years ago, he could have flown like that. With that unconscious skill and grace. One wound among scores had put paid to that talent, long since. He ignored the pang.

Stratos landed, rear hooves first, a few short yards in front of Behemoth and his vanguard, the Princess still at his side. Stratos used the last of his momentum to approach at a trot, a graceful and perfectly executed transition from wing to hoof.

"Sirs, the Palace, the courtyard walls have been breached in multiple locations. I heard fighting from within, but...there were too many drones in the air, I couldn't get close enough to see-"

Dusk cut him off.

"If the walls are breached, if they can't hold the courtyard..."

Behemoth finished his thought.

"Next stop is the Throne Room."

His voice was deadpan and calm, in no way displaying the tingling rush that ran up the back of his neck. The electric jolt that nearly made him shiver.

"That cannot be allowed. Dusk?"

The older stallion nodded. He turned, breaking into a full speed gallop down the road the scouts had just come from. Behemoth with him step for step. The Company kept pace, forming ranks without needing the order to do so. Through the thick smoke, past the billowing flames, the majestic, impractically thin towers and spires of the royal palace were visible now, the mountain they were built out of stabbing into the soot choked sky in defiance of the death and destruction all around it. The once perfect stretches of marble towers were now blasted and marred, some had collapsed, falling down the mountain in an avalanche of masonry, yet most still stood. For now, at least.

"Multiple breaches, the fight will be to our left as we enter...enemy still entering?"

Dusk spoke as he charged, setting the pace for the hundred and a half souls that followed in his wake, planning while he ran. The last was a question, directed with a hard, steady gaze to Stratos, who nodded in confirmation.

"Alright then, here's the plan..."

If such a place as Hell existed, he was certain it couldn't hold a candle to this. Decades past the day he should have retired, older by half a century then many of the Guard he fought alongside, Grand Quartermaster and Lord of the Forge, Logis swung the massive, gold plated and ornately decorated hammer that was the sigil of his office, meeting the snarling, shrieking mouth of another cultist square in the snout, the force of the blow turning the face into a bloody crater of meat-pulp and bone chips. The corpse collapsed with a gurgling sigh, joining dozens, hundreds of other bodies crowding the ground, limp and broken. Many of those bodies, far too many of them, were clad in golden armor that Logis himself had forged. Sundered bodes were piled on the broken and jagged marble walkways, the trampled and blood flooded lawns and gardens of what, at dawn, had been one of the most tranquil, beautiful locales to be found in the Capital.

His back ached, old muscles screaming, his legs felt leaden and heavy. His breath came in ragged, burning gasps. He lowered his shoulder and charged, slamming the huge bulk of his pauldron into the chest of a hissing drone. The impact cracked the beasts sternum, the momentum throwing it back into a group of its kin crowding in in its wake. A new jet of glowing green blood splashed across a shoulder plate wider then a lesser stallions chest, mingling with the red and green that already drenched its surface.

A Guard of the First regiment, identifiable by the subtle, company specific differences that Logis himself had forged into their armor, surged forward, driving his lance into the chest of one of the stumbling drones. It died screeching, but the colt had broke formation in pursuit of the kill. A half dozen of the Changeling brood fell upon him. Screams and spurts of ruby bright blood were all that rose from the heap of chittering death. Logis knew the Guard was already dead as he waded in, crushing exoskelital skulls with heavy hammer blows.

"HOLD THE LINE!!SHOULDER TO SHOULDER, DON'T BREAK RANK!!!"

His back ached, old muscles screaming, his legs felt leaden and heavy. His breath came in ragged, burning gasps. He found his voice through his fatigue. Another cultist came at him, screaming, eyes wide and murderous as she plowed into the much larger form of Logis. The mindless fury of her reckless assault forcing him back a step as he smashed her aside, his maul smashing half a dozen ribs on her left flank, picking her clean up off the blood soaked grass and hurling her broken form back into her horde. That one backwards step met a solid obstruction. A half seconds glance back showed that he'd been pushed back to the base of the stairs leading up to the meter thick, titanic oak doors that led into the Throne Room.

That half second distraction almost proved his undoing. His attention returned forward just in time to catch a gleam of fire-lit steel as a spear, a spear he had forged, and that had undoubtedly been taken off the corpse of a fallen Guard, gouged a deep crease along the cheek of his heavy helm. The blow had been aimed at the helms eye socket, and if not for a turn of fate and a two inch turn of his head, would have punched through into Logis' eye, and on into his brain. The impact was still enough to tear off his helmet, the heavy golden armor knocked clean off, disappearing into the mad, swirling melee.

The face underneath the lost helm was aged, deeply lined, weathered and leathered by decades spent over a forge and anvil. Emerald green eyes, that normally would be bright and gleaming with kind joviality, were dark now with fury and pain. Set in a face as craggy and seemingly wide as a mountain range, slate grey, between a stark white high and tight mane above, and a full, flowing beard below that ran down into the breast plate, bound and tied securely with utilitarian cord to keep it out of the way.

That wide, kind, grand fatherly face shot forward, smashing his forehead into that of his attacker, the blow causing his would-be assassins eyes to roll into the back of his head, and crumple to the ground where he was almost instantly trampled under the hooves of his surging comrades.

He brought the heavy steel haft of his war-hammer up, parallel to the ground and turned aside an overhead blow aimed at his neck. Logis let his grip slip on the right side, so that the crude forged sword swung at him angled down the handle of his hammer. Hot metal on metal sparks flashed and flared as strength tested strength, muscle and metal in mortal combat. He flexed, pushing his imposing right pauldron forward to meet the blade, stopping it dead and opening his opponents guard.

With his latest attackers weapon frozen against his nigh impenetrable shoulder plate, Logis pistoned the wide hammers face around into a now exposed neck, crushing the throat, and the spine behind it. Another body hit the blood soaked grass.

As this latest foe crumpled, the flow of combat opened a gulf, a scant few second reprieve between this wave and the next. Logis' stomach dropped. A dark dread spreading through his guts. In those scant few seconds, across the blood slick courtyard, he saw another section of wall give way as a gleaming black mountainous form bulled its way through the yard thick stone.

A monster of a Changeling, larger then any he had seen, easily half again his own imposing height, strode forward on six darkly gleaming armored hooves and brought its massive, chitinous bulk through the courtyard wall. Hundred pound chunks of marble and plaster rained down across its broad shoulders like a gleaming white waterfall. The stone-powder adhered to the creatures surface as if it was wet, staining the great beast a ghostly white, its glowing green eyes shining through the clouds. Chittering and shrieking, a wave of drones surged around it like water around a great stone, hundreds more, charging across the spilled rubble and spilled blood.

Logis knew he was dead. His contingent, what had started at two full companies hours ago would not survive this next wave. They were exhausted, battered and wavering. None that survived had done so unwounded. Logis knew, without the shadow of a doubt that they had nothing left to give, that this wave would be the last. There was no help coming, they had no where to run, and the fight was all but out of them.

Here, at the end, through the pain and exhaustion his heart swelled with pride. For hours they had fought, against an enemy that had outnumbered them hundreds to one. For hours they had held that implacable tide at bay.

The First and Tenth, mocked and scoffed at by their fellows in the line regiments, seen as little more then foals and a marching band, they had sold their lives dearly for every step their foe had taken across the courtyard. Slaying a dozen for every one of them that had fallen. They had fought longer, harder, then any company in the history of the Corps. Logis knew all of this, and knew that the tales of the bravery of those young warriors around him would die unspoken. That the Empire would never know about the sacrifices of those who had spilled their blood here. Who had fought and died just as the city around them died.

He squared his shoulders and readied his hammer, spinning it with a sharp twist, centrifugal force cleaning its golden surface of the red and green blood that marred it. He locked eyes with the Changeling Guard and felt a wave of palpable menace wash over him. It strode towards him, almost leisurely. With each thunderous step a drone was caught underhoof, crushed without a thought by it's master. So dense were they packed around its legs, that it couldn't step without crushing them. Those paltry losses made no difference to the tidal wave of insectile death bearing down on the last of the Celestial Guard. They came on without pause, without number.

The chittering tide of death surged across the grounds at a frenzied pace, blood-mad and barely controlled, they tore into every living thing they encountered. Their ersatz allies were the first to fall. Caught between the steel wall of the remaining Guard and the teeth and blades of those they had thought to be their allies, the last of the cultists broke, scrabbling for any respite, desperate to flee from the vice. They were sliced to ribbons, shredded to bloody tatters as they tried to flee.

The Changelings bore down, over the corpses of their betrayed allies, a living tide of chitin that filled the courtyard from wall to sundered wall. They flowed and ran like water, flooding over toppled columns, surging over heaped bodies, snuffing billowing flames with the sheer weight of their countless shiny black bodies.

Forty yards. Thirty. Twenty. Logis braced himself. Summoning the last dredges of his strength for what was sure to be a short and brutal fight. Somehow, he found the strength to shout over the screaming, chittering wave.

"HOLD! DENY THESE FOES!! FOR THE GLORY OF EQUESTRIA! FOR THE HONOR OF CELESTIA! NOT ONE STEP BACK!! KILL THEM ALL!!!"

30: Preparations

As the endless tide of death reared up, cresting like a wave to wash over the last remnants of the Celestial Guard, something miraculous happened. The front ranks broke, skidding to a halt or stumbling over each other. Staggering and tumbling under the exo-skeletal hooves of their brood mates. The whole swarm wavered and turned, reeling as if the hundreds of creatures were a single organism that had just been struck a telling blow.

At the rear of the swarm, the Changeling Guard reared up, the front half of his monstrous bulk heaving off the ground. Its front legs and savage scythe-arms thrashed and clawed at the air, and the beast unleashed a long, undulating howl of pain and fury that reverberated through the courtyard, drowning out all other sound for several seconds. The sound issued from no mouth, as the creature had none. It was a mental cry of rage and pain, propelled not by lungs or throat, by but a wickedly powerful mind.

Dumb struck, the hive-born horde was seemingly unable to decide whether to push the attack or aid their suddenly under siege master, the Changelings were still milling, confused, their tidal surge stymied when a significant portion of the courtyards southern wall exploded. For the second time in barely an hour, a shotgun blast of stone and debris blasted a swathe of destruction into the Changeling swarm. Dozens died as masonry, propelled to supersonic speeds, slammed into, and in many cases, clean through gleaming black carapace.

For a moment, through the fresh chaos and the debris-fog, a single figure stood in the breach. As beautiful and terrible as the midnight sky, Luna eyed the blood swamped battlefield with a look of haughty disdain. Her armored horn was still smoking from the devastating blast, and as Logis watched, enraptured, it started to glow again. A dark mirage shimmer, the inversion of color, black and cold. A seething, consuming power that transformed her eyes to bottomless pits of dreadful darkness, as raw power radiated out of her like heat from a furnace. Like light from a sun.

The Lunar Guard, in full force and fighting form were through that breach and into the swarm before the last stone had landed. The two armies met with an ear shattering tumult, the kind of brutal cacophony one might expect to harbor the coming apocalypse. The four platoons of the Lunar Guard, its entire strength, charged into the courtyard in a tight formed echelon left formation. The leading edge coming in 90 degrees off the Celestial Guards left flank and straight across their line. Moving at a gallop, they crossed the courtyard, wall to wall in a matter of seconds, completely and masterfully inserting themselves into the fight between the two armies, shielding their gold plated brethren, and giving them a desperately needed respite. Logis wasted no time taking advantage of it.

"First and Third of Ten, get the wounded inside!! The rest of you, form up on me!! This fight ain't done!!"

With a smooth motion brought on by decades of practice, he secured his hammer to the magnetic clamps running along his left flank, and knelt, scooping up the heavy steel spear that had, brief moments ago, almost pierced his brain. He hefted it, bouncing it lightly on his hoof, testing its weight and balance. Perfect. He expected no less. It had, after all, been smithed in his forge. As Luna's next attack was unleashed, a rapid fire series of ink black bolts, two or three per second, each guided as if by its own whim into the face of a Changeling. Logis' green eyes, color faded a bit by years and a bit more by exhaustion and pain, squinted across the freshly joined battle, seeking...searching for his target.

There.

As his battered and bruised soldiers formed up on him, he reared up onto his back hooves and put the entire force of his considerable strength into propelling the broad headed spear across the full length of the courtyard. Pivoting from back hooves to fore, the entirety of his strength was put to this one task, every fiber that could be was dedicated to this.

With pin point precision the spear flew over the melee, missing Guard and Changeling alike by barely a hooves breadth. Trimming an NCO's helm crest, holing a changelings membranous wing in passing. They weren't its target. A laser straight flight of more then a hundred yards brought it to its prey. The exposed, rearing belly of this latest hordes synaptic connection, the Changeling Guard.

It's second nonvocal roar of pain and fury burst across the courtyard like an explosive shock wave. It, like all of the Changeling Guard, lacked a mouth, and as such, its roar was a psychic assault battering like storm driven waves against the minds of all those present. Those few who had been rendered unconscious by the fighting but had not been slain, let out grunts and moans, thrashing meekly in their fugue as they were plagued by nightmarish images tugging at their psyche.

Spontaneous nose bleeds and brutal migraines were the effects suffered by the Lunar and Celestial Guard, however the effect on the drones was much more physical. A second after the spear hit home and punched deep into the slightly less armored underbelly of the Changeling Guard, every drone present turned as one, surging back the way they had come, swarming to the aid of their injured master. They turned their backs to their foe without concern or second thought. Hundreds of drones, stopping mid fight and turning their backs to a fresh and ready foe, were struck down in the span of a few short seconds, as their Hivemind imperative overwhelmed blood lust and any semblance of tactical thinking or sense of self preservation.

Logis watched all of this unfold, and caught sight, through the madness, of a black shape, a pony shaped shadow against the back drop of the flaming city, lift off from the back of the Changeling Guard and angle back toward the front line with quick beats of silhouette wings. It was a distinctive shape, a shape that Logis knew well, having crafted the young fellows specialized gear to take full advantage of his unique physicality. Logis smiled with recognition, and whispered his approval.

"Good on you, Shade. Well done, colt."

Bright, glowing green blood sizzled and burned as it melted into the ground from heavy wounds in the back of the Changeling Guards centauric neck from the skill of Shade as well as from the hole in its gut. The spear had been dissolved almost instantly by the caustic liquid, but not before it had done its work. The Changeling Guard retreated back to and through the breach it had so dramatically torn in the courtyard wall. It somehow seemed much less imposing stumbling back in retreat, leaving a thick line of sizzling,viscous blood glowing and eating into the cobbles in its wake.

Logis, at the head of all that remained of the Celestial Guard, roared out orders, his vigor renewed, at least for the moment, as he charged off in pursuit of his foe.

"RUN THEM DOWN!! TAKE AS MANY AS YOU CAN BEFORE THEY LEAVE THE GROUNDS!! DO NOT FOLLOW THEM INTO THE CITY!!"

Logis stormed after them, heavy hammer swinging once again. The Changelings paid him no mind as he strode into them, smashing one after another. In those few short moments, as the combined strength of the relatively fresh Lunar Guard joined the beleaguered remnants of the two Celestial companies, more drones were killed then at any other point throughout the strife torn Empire during the course of that bloody day. Though visibly diminished, the horde was still massive when it escaped beyond the sundered walls. For every drone struck down, more made good their retreat into the burning city.

Logis stood atop a pile of shattered stones heaped inside one of the several breaches in the courtyard wall. The indescribable madness and distortion of fight time ebbed and flowed away, receding into the burning city as quickly as the retreating horde.

The battle, which had came upon them early in the morning, had been constant for the entire day. Now, twenty miles away, the closest point at which the sky was visible, it was evening. The sun falling low in the sky. It was a cloudless, darkening purple...except for the horizon wide smear of smoke chugging into the atmosphere from the dying capital, and beyond it the all consuming funeral pyre that marked the dead city of Manehatten.

Inside the capital, however, all was orange and black. The orange of flame, the black of smoke, char, and boiled blood. The smoke filled the sky, clamped low over the deserted and burning streets, tight like a lid on a simmering pot. No light, no sign of the outside world made it through. Those trapped within the city may as well have been on a different planet.

As the adrenaline that had kept him fighting for hours finally ebbed away, Logis started to shake as the never ending waves of adrenaline that had kept him in the fight for so long slowly receded. His entire body, massive and powerful regardless of his advanced years, shuddered, trembling with weariness and pain.

Looking around, his head moving sluggishly and with great effort, he saw many of those Golden clad warriors around him falling into a similar state. Many had collapsed, falling to their knees, leaning heavily on blackened trees, broken walls, their weapons, or each other. More then a few had collapsed into a fugue as the battle abated, the last of their strength all used up. They were being carried back towards the palace by their dark armored compatriots.

Logis turned the broad head of his hammer to the ground, and leaned heavily on the raised haft. He folded his forelegs over the blood soaked implement, shuddering violently inside his armor, gasping for breath that he couldn't quite catch. He closed his eyes and sank to his knees, resting there for a time. What stuck him the most was how suddenly quiet it all was. Hundreds of living bodies filled this courtyard, and thousands more lay dead, and yet it was all but silent.

As the tumult of battle faded, the service doors leading to the kitchens, recessed and halfway camouflaged, usually used for catering garden parties and state functions, swung open. A hodgepodge group of domestic staff bustled out. Maids, cooks, butlers, porters, gardeners. The many and varied workers that toiled in anonymity, the silent army that kept the massive facility that was the royal palace running like a well oiled machine. They carried bushels of food, great flagons of water, table cloths and linens that had been shredded into bandages, or bound to decapitated brooms to form makeshift litters. They moved quickly, quietly, and nervously, but nonetheless had chosen to leave the relative safety of the service levels to render what aid they could to the battered warriors.

Logis finally rose back to his hooves, slowly and deliberately stowing his proud weapon, as he heard the crunch and skitter of hoof falls approaching over the blood and debris. The simple effort of rising from a kneel had become a herculean task. He turned to face the two approaching stallions. Both were clad in the armor of Lunar Guard officers, Captains, in this case. The one eyed, dark blue pegasus whose armor was as scarred as the flesh beneath it, he knew only by reputation and by dint of his distinctive appearance. The other, he knew well. In spite of his exhaustion and pain, Logis smiled at the sight of an old friend.

"Good to see you, Dusk. Did you have a pleasant rest, waiting for the most dramatic moment to strike?"

Dusk smirked, putting a hoof around the shoulder of his much larger, and only slightly older, friend.

"Stow it you surly old bastard, you're just mad that you never were as theatrically gifted as I am."

They shared a laugh, Logis leaning perhaps just a bit on the aid of his cadet days friend. Moving slowly, they returned to Behemoth, who had hung back, passing on instructions to a gaggle of Sergeants as Dusk saw to his childhood friend. Behemoth's attention turned to the two old warriors as the NCO's headed off. He inclined his head in respect towards Logis. More a deep nod then a bow, it was no less a show of respect.

"Glad to see you made it, Master Smith, I was worried that our delay at the rail yard would keep us from relieving you in time."

"Had some fun of your own on the way in, eh? You'll have to fill me in on that later, Dusk. You must be...Behemoth, right? Dusk's mentioned you a time or two. As the saying goes, kid, damn you for being late, but bless you for coming."

Behemoth fell in step with the other two,the trio turning back to face the cratered and stained palace. Several of the outlying slender, delicate towers had collapsed, and its facade was stained with smoke and pock marked with magical impacts, but it held firm. In the courtyard before it, three hundred Guard moved with determination. The wounded were being seen to as fast as was possible. Every medic from the three Companies was working feverishly. The dead were being moved away, unceremoniously stacked to the side, clearing the field for more death that was to come.

Though none of the three would allow any outward sign of it, the sight of their brave, fallen warriors being stacked to the side like so much cord wood gnawed at them all. A twisting stab in the gut, a sense of failure and betrayal. Those who had fallen deserved better. Far better. But there was no time. The swarm had retreated, but would return again, and likely in even greater numbers. Of that, they were all certain. Time was precious, they had to make the most of what little they had.

"Whats the word from inside, Logis. Is Princess Celestia secure?"

Logis nodded to Dusk's question.

"I last saw her this morning just as all this madness was starting. She and her court were in the throne room, as well as a good number of civilians who had managed to outrun the slaughter, a couple hundred all told. Small groups have been trickling in throughout the siege, during the rare moments they could slip past the swarm. The Faceless were in the throne room in force. More then I've ever seen at one time. Fifty or so, I'd say. We've been a little busy since then. We've held here, so I assume shes just fine."

Behemoth chimed in.

"Why isn't she out here? It's not like her to sit out a fight. She's never been afraid to stand with the Guard in the past."

Logis grimaced, he looked from his old friend to the one eyed Captain, the look on his face said what his words struggled to.

"Shes...these last few months, she's been...different...distant...I...I don't..."

Any further comment was interrupted.

"Airborne contacts, fast and inbound, southeast!!!"

A shout from one of the sentries brought the three officers around, weapons raising instinctually to face the new foe. A reaction that was, this time, blessedly unnecessary.

Three squads, fifteen ponies in each, banked in hard and fast over the burning city in serried, perfect 'V' formations. Behemoth's one eye, still the sharpest present regardless of its singularity, picked out the squadron patches and heraldry from seventy feet as the first squad came in to land. He lowered his own weapon, and reached out to lower Logis' as well. Once the much larger stallion acquiesced, Behemoth strode over to meet the new arrivals. The first group landed in unison, fifteen sets of hooves hitting ground as one, the second group three seconds later, the third three seconds behind them. In less then ten seconds, over forty new arrivals were on the ground.

Face to face with the flight lead, Behemoth took stock of the flight suit and helmet models he hadn't seen before. In passing, they were similar to the light armored flight suits used by Guard fliers in non ceremonial duties that weren't expected to result in heavy combat. Long range recon, patrol, courier or messenger duties, for example. Form fitting, durable and comfortable, designed to be worn comfortably for long periods of time, not impede movement and to provide at least a modicum of protection.

Where as those suits used by the Guard were thick leather, with large, single piece armored panels sewn into the underside of the suit along the spine, flanks, ribs and neck, these suits were made of some much thinner material Behemoth didn't recognize. The larger, rigid plates of added armor had been replaced with layered, interleaved plates just a few inches in diameter, that looked like nothing else so much as a dragons scales. The entire flight suit, back, flanks, legs, belly, were covered in these scales, running up to and apparently underneath the equally new design of the helmets.

The helm was smooth, angular. A single gradual, conical slope from a point beyond the muzzle, growing in girth as it tapered back to fully enclose the head. It was vaguely similar in form to the beaked skull of a bird. There was no separate visor, instead, a single sheet of armored glass had been molded to perfectly match the contour of the helm, and almost encircled the entire head, with the exception of a small, several inch wide reinforced spar at the back of the neck.

Designed as it was, it would provide full, unrestricted vision from a stationary head position, a brilliant solution to the age old pegasi problem of head movements effecting airflow over the rest of the body and wings. A second piece was attached at the jawline by a series of recessed hinges, and when closed, fit snugly around the throat and underside of the lower jaw, meshing at a perfect seal with the neck of the body suit.

That hinge swung open now, a hiss of escaping air evidence of the fact that these helms were also, apparently, fully pressurized. As it was lifted free, a shock of short cut mane was exposed above a yellow coat. The mane an unmistakable fiery mix of two shades of orange, flattened in some places, sticking out wildly at others, a text book example of that bane of flyers everywhere, 'helmet mane'.

"Spitfire."

Said with a smile and a slight inclination of his head, Behemoth acknowledged the Captain of the Wonderbolt's.

"Captain Behemoth."

Her smile was little more then a crease of her lips. Her voice quiet, far removed from the tone of authority and brash confidence she spoke with in any public capacity. As she met Behemoth's eye, he recognized the look in hers. Her first taste of combat, real, genuine combat had come today. She had lost friends, companions. She'd seen death, violent and bloody, and that experience would leave her changed for the rest of her life. It was a look she shared with all of those Guard that yet lived. A look Behemoth remembered vividly, from when he had first worn it himself, all those years ago in the wastes.

"Good to see you alive and well. We've had no news from Cloudsdale. Given how hard the rest of the Empire has been hit, I feared the floating city had suffered a similar fate."

Dusk and Logis stood flanking Behemoth. Logis' attention was fixed squarely on the new armor, a design he had never seen, of materials he'd never encountered. His fatigue was forgotten, and he displayed an almost youthful exuberance as he examined the new flight suits. Dusk's attention, however, was directed past the new arrivals, his tacticians mind eyeing the approaches and angles, undoubtedly already churning through a battle plan. The Wonderbolt's broke ranks without needing to be told, moving into the courtyard, rendering what aid they could as their leader spoke. Logis went with them, trying to strike up a conversation regarding their armor, and Dusk moved off on his own, deep in thought. Behemoth and Spitfire soon found themselves alone. Only then, once her entire flight was out of sight, did she let her stoic facade slip.

"It almost did. We almost lost the city."

She swallowed several times, and cleared her throat. Taking a moment and a long, shaky breath to compose herself before continuing.

"Dozens are dead. These...cultists, bastards, somehow managed to sneak explosives into the lift engines. And into the academy."

Tears welled in her eyes, she blinked rapidly, fighting them back.

"More then thirty of our engineering crew...they're the real heroes. After the explosions, the city was in free fall. With four of the six engines gone, the city was too heavy. Couldn't hold altitude. The whole damn place, twisting and burning out of the sky. We were dead. The whole city was going to crash and burn and there was nothing we could do about it."

She took another deep, steadying breath before continuing.

"The engineers...somehow, they managed to get into two of the lift drives that had been bombed. Those crews effected two cold restarts of critically damaged systems in less then four minutes. Repaired bomb damage and reignited two separate PME's in FOUR MINUTES, during free fall. It was a miracle. A Celestia damned miracle. I've never even HEARD of something like that."

Her words caught in her throat and a single tear escaped past the dam of her composure. Her voice was almost a hoarse whisper as she continued.

"They were still in the engines when they lit back up. They executed a mechanical miracle, spared forty seven thousand lives a terrible death, and in thanks...in thanks they were burned alive by the city they saved."

She shook her head violently, anger swelling, cresting for a moment over the tumult of other emotions striving for primacy in her soul.

"Its not right!!! It's just not fucking right!! Ponies that brave shouldn't die like that, they shouldn't...shouldn't..."

Behemoth said nothing, watching her in silence. He suspected that tales like this, stories of this sort of heroism were being played out a thousand times today, all across the Empire. He also knew that the vast majority of those stories would never be told. That heroic acts of mind boggling bravery would, by and large, disappear into the fog of the past, forgotten, as all those who bore witness to such events would likely die in them.

He watched in silence as the wave of anger ebbed and receded as quickly as it had crested. Her voice trailed off. Her whole form, compact as it was, seemed to shrink, the passion of fury waxing, to be replaced with draining sorrow.

"...Two training classes. Forty eight junior recruits...foals, really...were... they were blown to pieces in the blasts that hit the academy."

Her composure finally failed, her powerful will only now letting it slip, as she was out of sight of her squad, tears streaming down her cheeks. Her face twisted into an amalgam of anger and loss. Pain of perceived failure and the burning fury of doubt and self hatred.

"I should've...if I had just...I can't be in command anymore...never should have been in command in the first place. I'll just get more of them killed. I almost got an entire city killed. You take over, they're all damn fine fliers, they'll...follow orders. You...you don't need me."

Behemoth nodded. He made no other sign that he had heard her, responded in no more direct fashion. He knew what she was feeling. It was something any good officer felt after their first combat, whether they'd admit it or not. Whether they allowed it to show, or not. Doubts, second guessing. Running through every choice, every action, every order a thousand times to see how it could have been done better. What, in hindsight, may have been a bad call, and the lives that might have been saved if only she had been omniscient. He stared at her in silence, waiting until she could meet his eye again before he spoke. When he did, his voice was steady and calm. Intentionally void of emotion or inflection. This wasn't the first time he'd given this speech. Wouldn't be the last. As with any repeated task, it got easier each time.

"I won't tell you not to mourn. I won't try to talk you out of the pain you're feeling right now, or of the guilt gnawing at you. The nagging feeling that somehow, some way, you should have kept it from happening. That you should've done what you couldn't know to do, that you should've seen or thought what couldn't be seen or imagined. I won't tell you not to drive yourself half crazy running down those rabbit holes. Wouldn't make any difference if I did, nothing I could say would stop that from coming. But I will say this. Now isn't the time. The time will come for all of that shit, but that time is not now. If we live to see tomorrow, a time will come to mourn, to rage, to second guess, but we have to get to tomorrow first."

He took a step closer, eye to eye with her, muzzles almost touching. He took great care to fully eclipse her smaller form with his. The rank and file did not need to see an officer like this. Not now, not with morale hanging by a thread. Not with the enemy scant moments away.

"Now isn't the time to let yourself break. You need to bury that shit. All the pain, all the fury, all the doubt. Strangle it, stamp it down, and leave it behind. Right now, I need you focused. THEY, need you focused. It hurts, gods know how I know it hurts, but we don't have time for pain. No time for doubt. Not right now."

She sniffled, bringing a wing forward, angrily wiping the tears away. She glared at him as he continued.

"You're wrong. We do need you, and that's the simple truth of it. You know your troopers, you know what they're capable of. I don't. Frankly, there's no way I could use them to their full potential. Only you can do that. And you will. Because that's part of being in command. Leading when you don't think you can, when you doubt that you should. You can. You will. Because you must. Because we are it. Because we're it and there is no one else coming. We will fight, and we will lead, and we will send our troopers to their deaths, because that is who we are. That is what we are. Lead now. Mourn later. Fight now. Doubt later."

After a moment, her breathing began to steady, as her eyes lost their glassy wetness, as she stood up a little straighter. Some of her cocky arrogance began to seep back into her countenance. Behemoth watched it happen, and, once he was sure it was going to stick, nodded.

"You solid, Captain?"

She nodded without hesitation.

"Five by five sir, lets get it done."

He started to turn, but was stopped as she spoke again.

"Oh, one last thing sir."

She reached back into a barely noticeable hip pack designed into the new armor, and emerged with a tear drop shaped, tapered copper device about four inches thick at its widest and roughly twelve long.

"Long story short, we were going through some old offices in the training wing, opening up space to expand the Corps a few months back, and in one of the rooms I found a box of old blueprints an half built devices. This was one of the things we found plans for, the rough design of our new armor was another. So I had the Cloudsdale armorers cook up a batch of em. Not quite as sleek or well built as the one I remember you using, but they get the job done."

Reaching out to take the offered device, Behemoth couldn't help but smile. It was larger, cruder, and bulkier than the one he'd worn for so long, but the design was none the less unmistakable.

"This is...it's a prototype of Solstice's wing blade. Never thought I'd see one of these again."

Spitfire smiled faintly, just a bit, and helped him strap it onto the end of his intact wing. The first thing Behemoth noticed was, as large as it was, it was surprisingly light. He tested it with the minute muscle flex that he knew from experience would snap it open. It responded with an audible, meaty *shuunk* as the longer, thicker blade snapped out and locked into place.

"I never thought I'd see her work again. I didn't know any of her blueprints had survived. Excellent. Thank you, Spitfire."

She nodded, her faint grin turning into the ghost of a self satisfied smirk.

"C'mon, Chief, it looks like the other Captain's are having a little chat."

As she moved past, Behemoth turned with her, and, sure enough, he could see Dusk, Logis, and Shining Armor in a tight cluster offset from the kicked bee hive of activity as what was left of three companies set about making ready for their next, and possibly last, battle.

As Spitfire and Behemoth approached, the ongoing conversation drifted to them. Although effort was being made to keep the volume down, so as not to discourage the rank and file, the tone of discourse made it apparent that no tactical consensus had been reached. The first voice they heard was Shining Armor's.

"We have to move into the city. Citizens are out there dying every moment, it's our duty to save them."

Dusk's dissent was immediate.

"Even in the best of situations we don't have the numbers to engage in a running street fight. That's not even taking into account that two thirds of our force are walking wounded and dead on their hooves tired. Here we have the benefit of a secure flank. If we leave, we'll be encircled and overwhelmed faster then you can say 'This was a really fucking bad idea.'"

Logis nodded, adding his own thoughts to the discussion before Shining could reply.

"The First and Tenth are in no condition for a running battle. Also, leaving the palace defenseless...that just isn't an option. I've...We, have lost far too many brave souls holding this patch of dirt to give it up now. Much as it pains me to say, the civilians throughout the city will have to fend for themselves."

Shining sighed in annoyance, his frustration clear in his voice.

"Alright then, so what are our options? We can't retreat, we can't advance, and we are outnumbered, what, ten to one?"

Behemoth took that moment to chime in.

"Probably closer to fifteen. At least when the day started. Given the bodies heaped here, the damage we inflicted at the rail yard, and the betrayal of the cultists, their numerical advantage has probably softened a bit." He shrugged. "Probably."

The assembled commanders looked to the one eyed Captain in silence as the reality of the situations dire nature was made clear. After a span of silent contemplation, it was Dusk who finally broke the lingering silence.

"Alright. We know we're up against it, no doubt about that, an whether its fifteen or twenty or fifty to one, it doesn't change what we need to do here. And I know how we-"

He was cut off by a growing rumble of discord. Angry and exhausted voices rising against each other from the ragged ranks of the two Guard contingents. The cluster of commanders turned, seeking out the rising angry voices. The five of them followed the sounds of disharmony, pushing their way through the throng of warriors until they found its source.

Two Guard, one of the Lunar forth platoon, the other in the heraldry of the battered Celestial tenth, were squared off. No blows had been thrown, yet, but both had weapons ready, and such an event seemed not far off.

"You don't know what it's been like here. You have no fuckin clue what we've been through. We have to leave. We have to leave now, while we still have a chance, if we're still here when the swarm comes back-"

The gold armored Guard was young, tragically so. His armor, dented and ragged, was stained with his blood, the blood of his brothers and the blood of his foe. It seemed almost comically over sized on his long legged, youthful body. The rigorous training only just starting to fill out his spindly frame. He was tired. Hurting. Shivering from exhaustion. His commendable spirit had seen him through the many hours of this hellish day, but was now wavering. And in this he wasn't alone. A murmured chorus of agreement rippled through the fatigued ranks. The First and Tenth Companies of the Celestial Guard, or at least, what was left of them, were wavering. They'd fought heroically, nearly half of their number selling thier lives dearly on this narrow strip of marble, but now, now that a chance, a way out presented itself, they found their resolve flagging. Hadn't they fought enough? Hadn't enough of them already sold their lives for this wretched strip of stone?

"Run then, filly. Pick up and go. We didn't need you in the Hive. We didn't need you in the rail yard. We don't need you now. Should've known you Golden boys wouldn't have the balls to-"

The Lunar Guard who had spoken the last was interrupted by a monstrous, dull thud. Followed in the proceeding seconds by three more. Impacts that were felt through the ground as well as heard, and drew every eye in the royal courtyard. A gulf opened around the sound, like ripples from the impacts.

"That's enough."

The voice was quiet. Calm, but carried with it a force no more subtle than that of the hammer he had used to draw their attention. That hammer sat now, head down, in a shallow crater of splintered marble. Perfectly carved flagstones, so precise that even a sheet of paper could not find a path between them, had been pounded to dust by the four downward blows. Logis waited, standing there, fore legs folded over his massive maul. He looked past the Lunar Guard, the exhaustion dulled green of his eyes slowly sweeping over the wavering mass of battered Celestial Guard. Seconds dragged on, until, at long last, he spoke.

"I know you're tired. I know you're afraid. I know you're hurt, not just your body from the battering you've endured, but hurt in your very soul for having to raise arms against your friends and neighbors. Against those you swore to serve and protect. I know this gnaws at you. It gnaws at me. These days are a cruel nightmare, events only imagined in the darkest of dreams, set in motion by the coldest of hearts. Madness and brutality without logic, death and destruction, seemingly without end or escape."

He shouldered his hammer, walking forward into the midst of the gold clad Guard. His calm, measured voice projecting out across the courtyard, clear and crisp enough so that no ear strained to hear him.

"There is a simple end to this, however. There is a way out. There is a way this can all end, and it can end in the next second. Surrender. Appeasement. We could bow, we could break, we could throw down our weapons and flee the field. Some of you may even survive. Live long enough to return to your families and friends. Yes, you certainly could. You could surrender to the innumerable foe, and in so doing trade freedom for subservient security. You could surrender the liberated future of following generations for the chains of slavery. It would be easier. It would be less painful, for us, at least, to just give up."

"But there are things in this world worth fighting for. Worth dying for. Our city burns around us, our people die by the thousands. We've been pushed back, retrenched, retreated. We've bought every moment and sold every inch with blood and sweat and pain."

"But know this. This is where it ends. This moment, this very moment, here, on the once manicured lawns of the Royal Palace, is the fulcrum which decides the direction of our nations, perhaps our worlds very future. Freedom, or oppression. Liberty, or enslavement. One way or another, after today nothing will be the same. How we conduct ourselves here and now is the answer to the question of 'what next'. That task of answering that question is left up to us, because there is no one else. This is a choice we must make, for all of those that will live to see tomorrow, and all of those who have fallen so that we could be here, now. It falls to us to make this choice, because there is no one else left to make it."

"Will you fight, will you suffer and die and kill so that, maybe, one day, a generation will come to pass that will never know such pain, or will you surrender and step not only yourselves but our entire nation willingly into the shackles of bondage? This is a choice as personal as it is profound. I cannot...I will not tell you which path to chose. The time for orders is done. This, you must, each of you, choose for yourselves. But know this, and know it well. I will fight. With every fiber of my being and every breath in my breast I will stand against the looming darkness that threatens to consume a thousand generations of our progeny. Will you join me? Will you stand with me to turn this evil back. Will you join me in battle, one, more, time. Will you fight?"

Twenty minutes later and Dusk's battle plan had been set in motion. The courtyard, already a quagmire of blood and shattered stone, was now adorned with a V of toppled trees and rent shrubbery, two angled walls of wood gathered from the nearby, now sundered royal gardens, angling towards each other across the depth of the walled compound. The makeshift barrier narrowed the front, allowing the Guard to stack five deep across the break.

Their formation was broken. A series of three massive, heavily armored earth pony Guards, then a break wide enough for two to pass between them side by side. In front of this staccato line, were two intact others, one kneeling in front, the other standing right behind them at their heels. All of the front two lines were unicorns. All of those in the broken line behind them, earthers.

Above them, the more then a dozen balconies and platforms of varied size and shape faced out over the courtyard, and were filled with every other uni in the combined force. Princess Luna was stationed on a wide and shallow balcony commonly used for royal proclamations or festival speeches. It had another purpose now. Here she was flanked by more then a score of Guard casters, the ever dutiful shadow form of Shade diligently at her side.

Behemoth took the preparations in, standing out in front of the orderly ranks, flanked by Spitfire, her Wonderbolt's, and every single flight capable pegasus that the three companies could muster. His monocular gaze ran across the barricades, balconies, the serried lines of armored warriors. Satisfied, he nodded, and turned back to face the pegasi waiting at his back. They had been divided up into ten strong flights, like with like, where numbers allowed. Pegasi with pegasi, bat ponies with their own. The Wonderbolt's, however, drilled and experienced as they were in close unit maneuvers, were left in their own formations.

"Alright. You all know the drill. You know whats expected and what your missions are. At least you should. Now's the time, if you aren't clear, if there's any doubt in what your role in this is, speak up now. Better to explain it again then have it all fucked sideways because one of you didn't have the stones to speak up."

He waited in silence, eye tracking back and forth across the mob of fliers, looking for any sign of confusion or doubt. He saw pain. Weariness. Barely restrained fear and fury in equal measure. Hatred, loss, and blood lust. But every eye he met knew what was expected of it. Knew its role. He nodded again, bloody anticipation spreading his scarred face into an unconscious grin.

"Alright then. Form up by flights and get ready, when they come, they'll come hard."

As the last Guards slipped into their assigned formations, as the final preparations were put in place, one voice, loud and clear and commanding, rang out through the ruined courtyard. It was magically amplified, carrying with ease to every ear, calm and measured as it was. As she spoke, the calm, soothing confidence in Luna's voice washed over the assembled Guard ranks like a refreshing wave.

"Steel yourselves, my brave warriors. Our foe approaches with mindless abandon. Rushing headlong to their doom. Abide their recklessness. Offer no quarter, accept no surrender. Kill them. Kill them all."

Orders began to ring out over the courtyard, followed immediately by the shuffle and clatter of an armored force moving into final position. Across a stretch of a hundred yards, through the hustle and smoke, Behemoth met Luna's eye for one last, silent look. Words at such a distance would have been wasted effort, and for these two, were unnecessary regardless. They held each others gaze for several seconds, then Behemoth turned to the fliers.

"Its time. After the initial strike, break by squads and stack at twenty meter increments starting at twenty off the deck. For this to work, we have to own the air. Get it done. Swat any drone that comes up. They cannot be allowed to reach the palace. Not one. Kill any that try, then kill any that don't. Stick to your wing ponies, watch each others backs, and you might just live through this."

Spitfire spoke the moment Behemoth stopped. Back to the harsh, guttural tone dripping with arrogant confidence that was her trademark.

"Up an at em, Bolts, tear up the sky!!"

With a beat of her powerful wings and a perfectly timed hop, Spitfire was up and away, her squad forming up on her within seconds. One by one the following squads launched, until, after a few short moments, Behemoth and his squadron were the last ones standing. From beyond the sundered wall, a echoing, high pitched shriek rolled across the courtyard. The flickering, billowing flames eating into the city were eclipsed. A shadow, black as night swept in front of the red and orange, blocking out the inconsistent, dancing light. The encroaching wall of black resolved itself into individual forms. Changelings. Thousands of them. Bodies enough to block out the sun.

"And here we go."

Behemoth took flight.

1: An Eventful Evening

Chapter One: An Eventful Evening

It was a beautiful, clear night in Ponyville. The sun had been down for just a few hours, and the moon was rising, full and magnificent through the evening sky. Luminescent enough tonight to render all but the brightest stars invisible. Bright enough to clearly illuminate the mob, and the frightened grey pegasus mare they had been pursuing since her panicked flight from Canterlot.

She didn't know why they were after her. What she had done to anger them all. What she did know, was that she was terrified. Terrified, and exhausted. Her wings had cramped up a few miles outside town, after being pushed harder and faster then at any point in her life. Since then, she'd been fleeing from them on hoof. She had a decent lead, but was almost at the end of her endurance and the mob seemed not to tire. Their shouts still carrying the same anger and vigor she had first heard over an hour and many miles previously.

Running blindly, she ducked between two homes, breaking the mobs line of sight, her blond mane and tail streaming out horizontally behind her. She clearly heard the sound of a train whistle, the 9:15 from Appleloosa pulling into station as her keen pegasi vision saw a chance for refuge behind Sugarcube Corner. Finally slowing, she ducked into the shadows cast by the large bakery and a neighboring restaurant. Showing an uncharacteristic grace, she slipped between a stack of empty produce crates and a teetering tower of drained cider casks, shrinking back into the concealing darkness as far as possible.

A scant few moments had gone by before she saw over a dozen ponies jog by the end of the alley, the torches they were carrying in mouth and the predatory looks in their eyes giving them away as part of the mob. They had ceased their yelling, apparently not wanting to draw the attention of the entire town, and were now hunting for her methodically. As she hunkered down, her body trembling from both exhaustion and fear, a single figure stepped into the mouth of the alley.

It was a unicorn stallion, short, and so thin as to almost look diseased, his mane long and unkempt, stringy and clumped. His narrow set, rat like eyes scanning for any sign of her. A faint, dirty yellow glow began to emanate from his horn, matching the color of his coat. A tight beam of light issued from it, and panned back and forth. It ran over the crates, the barrels, the fence blocking off the alley, even up the sides of the buildings, checking the overhanging eves. After a few more moments, the magical aura faded and he moved away, farther down the street and out of view.

Derpy let out the breath she hadn't realised she'd been holding since his appearance. She inhaled deeply a few times, to catch her breath and try to slow her racing heart. She rose on shaky legs, determined to make good her escape now that the mob had passed by. She backed up, planning to take a short flight/hop over the fence, instead backing directly into the precariously stacked tower of empty casks. With a rumbling crash, they came tumbling down, smashing apart on the hard packed earth, the cacophony of splintering wood echoing off through the darkened town. The pile of debris shifted, and she stood up in the middle of it, miraculously unscathed.

"Wow..." she uttered, taking stock of the wreckage she had inadvertently caused.

Her inspection was cut short by the rapidly approaching report of galloping hooves. The rat faced pony came into the alley at full speed, skidding to a stop as he caught sight of his prey, knee deep in shattered wood. He grinned. It was a cruel, sadistic smirk.

"Heh heh, there you are you little bitch", even his voice was vile. He slowly stalked towards her, that sickening grin never faltering. "You led us on a merry little chase, but I've got you know..."

She whimpered in fear, scrabbling backwards over the rubble, her hooves slipping and sliding beneath her as they try to find purchase on solid ground.

"Oh no, you're not going anywhere," he leered, his horn glowing brightly, a bolt of pure magical energy shooting down the alley, hitting Derpy in the chest with enough force to lift her bodily off the ground and slam her against the fence, the shoddy construction creaking from the impact.

"No bitch, you've done enough running for tonight, you an me, we're gonna have us a little fun before I call the others in here to finish you off."

She had never known pain like this before, her whole body throbbed, the pain in her back only exceeded by the stabbing pain in her chest. Looking down, she saw a small, smoking black hole burnt through her lovely grey coat, and a slowly growing circle of crimson emanating from it. She tried to stand, to escape, but her body wouldn't obey, all she could do was look in terror as the sadistically grinning unicorn walked slowly towards her.

"Im gonna take my time with you," he said, not noticing the faint sound of air being pushed by large, heavy wings. "yeah, this is gonna be good, you're gonna be begging me to kill you before we're do-AAAAAGGGGGGHHH!!!!!!!!"

His screech of pain reverberating out into the night as a massive, cobalt blue pegasus stallion landed full force on him, one well aimed jet black hoof smashing into his jaw, the other high up into his ribs, crushing rat face into the hard packed earth under a body easily three times his size.

Rat face looked up into the mismatched eyes, one vibrantly gold, one stark white, bisected by a long scar running from the center of a broad forehead, slanting down through the right eye and continuing down along a thick jawline. He looked into this face, and knew gut wrenching terror so complete he didn't even notice the impact of a significantly smaller prism tailed pony landing next to the scowling, midnight blue monstrosity. The beast spoke.

"Miss Dash, get her out of here, please, take her to someone who can fix her up. Not to the hospital, they'll look for her there," his deep, sonorous voice calm and level, at odds with the fury his glare was displaying. "We're going to have alot of company in about fifteen seconds."

"Gotcha big guy, I know just the place!!" Rainbow Dash replied as she hurried over to the injured grey mare.

"Ohh....oh dear Celestia..." she murmured as she got a good look at Derpy. "What did they do to you?" As she began gathering up the disturbingly limp, bloodied form, she turned back to the imposing stallion she had arrived with.

"Wait, what about you Behemoth?"

"Someone is going to need to slow them down, give you a chance to get her to safety," he replied without turning around, the intermingling sounds of angry voices and galloping hooves approaching quickly.

"There's like, thirty of em, no way you can handle that!!"

"Thirty two, actually," Behemoth said quietly with a glance at the broken, mewling form beneath him. "Well, thirty one now."

"That's crazy, c'mon we can make it if..." Rainbow began again.

"No, we couldn't, not with you carrying her," He stepped forward over the flattened unicorn as the first of the mob stormed around the corner. "Go, now."

Dash's eyes widened as she got a visual representation of what exactly thirty blood thirsty ponies looked like. She settled the weight of Derpy over her shoulders and flaps laboriously into the air.

"Good luck, big guy...you're gonna need it," she said as she cleared the fence and steered out, gaining speed and a little altitude as she made for the edge of town.

The mob howled in collective fury at the sight of their prey escaping, all interest in subtlety gone, as they surged forward en masse. A single pegasus leapt into the air out of the herd, clearly intent on pursuing the wounded mare and her rescuer. He didn't make it. A single downward thrust of his massive wings propelled Behemoth up into the air directly into the path of the would be pursuer. A over head blow from both gigantic fore hooves smashed the pegasus out of the sky, into the ground in front of the mob with a dull thud.

Behemoth dropped heavily back to the ground without anything remotely approaching style or finesse, landing just in front of the finally stirring unicorn. Who was swiftly and completely silenced by a backwards stomp of a rear hoof hitting the center of his forehead with a crack, snapping his horn off clean at the base. A puddle of diffusing multicolored magical essence spilling from it as the front ranks of the mob pounded forward.

The first up was a large dark brown stallion. He took a hoof straight into his yelling mouth, tumbling to the ground amidst his own raining teeth. A yellow coated mare was the next to go down, taking a broad edged wing to the throat, dropping gagging and coughing as the others surged around and over her in their fury. A second pegasus tried to take to the air in pursuit of the still faintly visible Rainbow Dash. This one made it no farther than the first before his tail was caught in Behemoths teeth, and with a single sharp downwards jerk any lingering dreams of maintaining flight potential were interrupted by a sudden earth related encounter.

This momentary distraction was all the mob needed, a downpour of blows from half a dozen assailants hammered into Behemoths large frame. He felt the familiar sensation of a rib giving way under a fierce double legged buck, and his vision exploded into white as a hoof connected just behind his good eye. He struck out blindly with both fore hooves and both wings, all destined to connect with something in the wall of advancing flesh.

He took the the air with three sweeps of his massive wings, moving back down the alley a few yards, the buffeting air and the prone forms of their comrades slowing most of the mob down. Most. A large, muscular earth stallion plowed his way through the crowd, lowering his head and charging straight at the similarly large cobalt pegasus before he could recover.

Behemoths vision returned just in time to see his latest attacker, he didn't have time to evade, but moved just enough so that instead of taking the massive lowered head to the gut, he took a shoulder. The impact lifted him clear off his feet, the momentum carrying them both through the fence at the end of the alley, smashing the flimsy wood into splinters with the impact of hundreds of pounds of flesh.

Behemoth hit the ground hard, pain shooting up his spine from the impact, he used this to his advantage, pushing up with all his strength, using the earth stallions momentum to send him sailing overhead. Without any way of controlling his impromptu flight, he soared head first into a stone flower box, the collision shattering the box, and ending the aggressors consciousness quite decidedly.

Shakily, the battered blue pegasus got his legs under him and rose to his feet. His left foreleg hanging limply, he slowly stood to his full height, his legs spreading apart for balance, his head lowering, wings straight out to either side. One noticeably shorter than the other, ending in a knurl of scar tissue a good twenty percent shorter on the right side. He fixed the alley mouth with a one eyed stare and waited. He didn't have to wait long.

The mob, in twos and threes, picked their way through the debris and stood in a cluster, eyeing their opponent warily. None of them seemed willing to be the next one to charge forward.

Breathing heavily, his normally scarred body covered in a whole new set of bruises and abrasions, bleeding from over a score of fresh wounds, his eye scanning back and forth across the mob, he spoke.

"Come on then, you haven't beat me yet."

He wavered on his feet, casting some doubt on his own statement. Still, they milled about, none advancing.

For once in her young life, Dash was flying as carefully as possible, speed being less important than keeping from causing her passenger any more harm.

"Just hang in there Derpy, we're almost there..." she knew the grey pegasus was out cold, but could still feel her reassuring heart beat against her back...along with the warm, sticky wetness that told her Derpy's bleeding hadn't stopped.

She had been heading in the direction of the Everfree forest since leaving the stallion she had met at the train station to, she was sure, a painful demise. But as she rounded one more of Ponyvilles signature top heavy homes, she caught sight of her goal, a large cottage on the edge of the forest, covered in a colection of bird houses or various shapes, sizes and colors, and sped down towards it.

"We're here, Derpy, she'll fix you up, you're gonna be just fine."

The mob parted, as somepony pushed their way out of the press of bodies. It was a rust red, heavyset mare, her pigish little eyes and scowling mouth almost disappearing in the folds of fat consuming her face.

"Alright you brute," her voice haughty and dripping with disdain and self importance, "you've had better explain yourself, there are thirty of us-"

"No. There WERE thirty two of you, now there are twenty three." Behemoth interrupted, his voice quiet, but demanding her silence none the less.

All eyes focused on him, none in the mob notice that what was a clear night was quickly turning overcast. Dark, menacing clouds rolling in from all points of the horizon, but leaving a perfect circle around the resplendent moon.

"And I don't give a bearded damn how many of you there are, being a mob doesn't make your actions any less reprehensible."

She responded with a snort, "You fool, you're barely on your feet, and you dare still stand against us?" her wet, slobbery voice growing in pitch and volume, as a breeze picked up. "Now, step aside, or we shall tear you apart."

With a sudden, fierce gust, the mobs torches were all extinguished. As were all other sources of illumination in the area. Street lights, window lights, porch lights, all flicked out as if on a single switch. The only remaining light cast by the moon, and the clouds began swirling in to cover it as well. Behemoth slowly smiled.

"No, you wont." His shining golden eye, and his blood stained, grinning teeth the last things visible as the final vestiges of moonlight faded to black. Speaking from the darkness, his voice rung out above the wind. "You've got her attention. I'd flee now, if I were you."

A bolt of lighting split the sky, a sky that, five minutes ago was clear, illuminating the mob, and the single, large pegasus standing against them for a split second. A second bolt hammered across the heavens almost immediately. The half second of illumination revealing two bat winged pegasi, in full, silver plate armor and crested helms. Flanking the ponderous pegasus, two steps to the side, and two steps forward, hooves apart, wings out and level, heads down. Grinning just as he was, posed just as he was, standing half a head shorter then him.

The shock of sudden new arrivals proved too much for many in the herd, they broke and fled into the darkness, their mob mentality over ridden by their cowardice. The few who had stood their ground had their will broken by the third flash, and the new arrival it illuminated.

Standing in front of and between her two guards, towering over even the imposing stature of Behemoth, in full terrifying splendor, was Nightmare Moon.

"YOU HAVE AWAKENED MY WRATH YOU FOOLS, AND NOW YOUR JUDGEMENT IS NIGH!!!!"

The mob's will snapped. Some running blind as the cloud cover pulled back, exposing the moon and illuminating the scene, others falling to their knees in terror. The fat, loud mouthed mare unceremoniously soiling herself and running, screaming off into the night.

Behemoth watched them go, then limped forward until he was standing next to the imposing Princess of the Night. "You always did have a flair for the...theatrical, didn't you your Highness?"

She looks over and down at him and grinned, glowing a bright blue for a few seconds, she shrunk down to her normal size and shape. Still standing taller than her guards, and still a bit taller than him, she started laughing quietly.

"Well, I saw you in trouble and figured if I was going to get involved, I might as well have some fun with it," she looks to her guards, "Nightfall, Darkness, bring in a squad, take them all into custody." They bow without a word, and immediately set to work.

"So..." she walked with him as he limped over to a nearby tree, "Do you want to tell me why it is you decided to savagely bludgeon a dozen of my subjects into various states of unconsciousness on what was supposed to be a lovely, and peaceful, evening, on coincidentally, the very same evening where you have been retired from my service for a grand total of six hours, no less?"

"It was only nine of them actually, but of course your worshipfulness, just...give me a moment here.." he leans his impressive bulk against the tree, the shoulder of his limp fore leg pressing against the rough bark.

"Wait, are you going to...?"

He reached his good leg across his chest, adjusting the position of the dangling appendage. He took a deep breath, leaned off the tree about a foot...and with a single blow that shook the tree to its roots, slammed his shoulder into the tree, and his leg back into its socket.

"Yes...you did."

The princess looked on, momentarily stunned into silence. In more years then she would ever publicly admit, she had never witnessed something that..she didn't even have a word for it.

After the span of ten seconds or so, his eyes opened, seeing the look of shock on Luna's face, and the rather comical fact that her mouth was hanging halfway open.

"Ow."

She blinked a few times, realized she was gawking and did her best to regain her regal composure.

"Well, that looked...umm...unpleasant?"

"Just a bit," he replied quietly through clenched teeth, "Just a bit."

He took a few more deep breaths, before hefting himself off the beleaguered tree. He tested the newly seated leg, slowly applying more and more weight to make sure it would hold up.

"Are you going to be alright?" Luna asked, her brow furrowed slightly, "I could've done that magically, it probably would've hurt less."

"No, no. I appreciate the thought, but these things I prefer to do without any mystical assistance."

"Why?"

He took a moment before replying, raising each leg one by one, rotating ankle, knee and then hip, stretching and contracting legs muscles slowly and methodically, testing his body to see what else was damaged.

"As a lesson to myself. To remind me what mistakes not to make next time."

She blinked rapidly a few times, processing what he said.

"Well as enlightening as that little tid bit happens to be, it seems we've wandered a bit off topic. I distinctly remember you were going to tell me what started this little fracas in the first place."

He shook his head. "I really don't know. I've been in town less then half an hour. A local that ran into me, well, flew into me, offered to show me to my sisters home as way of apology. As we were flying there, we saw the mob, and that little yellow bastard attack Derpy. I landed and... reeducated him, then the others got involved. That's all I know. "

Luna listened in silence, watching as his systematic flexes and stretches continued through his monologue. Her attention drawn, as it always was around him, to the truncated nub of his right wing as he spread them wide, testing their full range of their motion. She found it morbidly fascinating. He had never told her how it had happened, but knowing first hand just how sensitive pegasi or alicorn wings were, she could imagine how horrifically painful it must have been.

She caught herself staring as those powerful, thick wings fold back down along his flanks, snapping her eyes back up to his face. Blushing profusely at the slight, knowing smile he gave her as their eyes met, trying to forget the way his powerful muscles moved under that scarred, dirty coat, just a shade darker than her own.

"Oh, I uh...ahem," she regained control for the second time in just a few moments. "I'll have an investigation started, there is no excuse for that kind of attack. I promise you, we'll find out what started this madness."

"Thank you for that," he replied, bowing slightly in acknowledgment, "What I'd really like now though, is a hot cup of tea and a nice, long shower. Do you think they're still open?" He nods towards Sugarcube Corner.

"What about your sister?"

"Well, I have no idea where Miss Dash took her, I've been gone the better part of a decade, so I'd have no idea where to even start looking." he began walking towards the warmly lit store front "but, something about Dash seemed trustworthy, loyal even. I know, somehow, that my little Derpy is being taken care of."

Luna shrugged, trotting a bit to catch up to her imposing companion and lightly leaning against his side. "Makes sense I suppose, and a cup of coffee does sound pretty good right now...that name does sound familiar though..."

16: Rumble in the Jungle

Staggering through the deepening darkness, pursued by the predators which called this place their home, who's skill at the hunt was such that they were never seen more then as a flash of fleeting moonlight refracting from an eye, and by the instinctual prickling of hair along the backs of both Behemoth's and Zecora's necks, the two unlikely allies were relieved to see the low, curved shape of her home rise up out of the shadows.

By the time they'd reached her cottage, he had paled significantly, and was sweating profusely. His vision had blurred, and it was taking more and more effort to put one hoof in front of the other. He felt a fever heat throbbing in his head.

Zecora had slathered his wounds with some pungently vile smelling paste she'd had at hoof, which had staunched the bleeding enough so that deft motions of his own had managed to seal the wounds with tight, orderly stitches of strong black thread from a spool removed from his ever present, worn saddle bags.

Unfortunately, even given the speed and skill of his work, the jungle had had more then enough time with his open wounds to work a nasty infection into The Beast. It was up for debate whether it was the sickness, or the lives he had taken just a short while ago which sapped his strength more. He had hoped to never take another life. That hope, like all others, proved only to be the first step on the road to disappointment.

As they entered, in a motion barely noticed by him, she turned and threw the heavy iron bolt securing the door before moving quickly across the room.

"Lie down and be still, you are becoming very ill."

She jabbed at a haphazard mound of pillows and rolled blankets that were shoved into the corner seemingly at random. He swooned as he sat, vision blanking for a few seconds as his beleaguered body adjusted to the change in orientation. He tried to watch as she rummaged around a collection of myriad bottles, gourds and other various storage contraptions, but his damn eye just wouldn't focus.

The smell of the place was distinctive even through his fever fugue. Damp earth, charred wood, and an intoxicating amalgamation of herbs, spices, and unguents the likes of which he'd never encountered in his many travels. The mingled scent lent to the exotic nature of his surroundings, making the whole situation even more surreal.

"Thank...'cora...just...need a minute...back on my...hooves..."

His mouth was as dry as the cold ash under the cauldron in the center of the one room abode, and his tongue had swelled to the point where speech was difficult. He wasn't sure if it was hallucination, or if he actually could feel the virus' implacable advance through him. She turned back, apparently satisfied with what she'd found. A long necked gourd, whose contents sloshed audibly as she approached, the multi colored beads decorating it rattling quietly with the motion.

It may have been the fever, but it looked as though she was trying to hide a smile behind that gourd, not quite successfully.

"Drink this, and don't dare spill a drop, if you don't, soon your heart will stop."

He obeyed her oddly rhythmic instructions, up ending the container and pouring the entirety of its contents down his slowly constricting throat.

The effect was immediate. It felt as if he'd just downed a healthy measure of battery acid. The thick, clinging liquid rolled into his gullet leaving tongue, mouth and throat feeling as if the flesh had been stripped away. His vision, faltering and fading, exploded into color as his body reacted violently, dry heaving as tears streamed down his cheeks. Vivid bursts detonated behind his eyes, almost as if paint filled balloons were popping across his vision.

"What the...what'd...you...give me..."

His voice croaked out, a harsh whisper through a raw throat, as the world twisted and spun together. The splotches of bright color spiraled into a kaleidoscope of madness. As the 'medicine', did its work, his battered frame finally gave out, and he collapsed back, thumping into the floor of Zecora's hut in a sprawling heap.

"That brew is rather potent, you should be incapacitated in but a moment, you should not worry, let it be understood, keeping you from moving is for your own good."

She returned the gourd carefully to it's home on one of the overloaded shelves, taking her time to turn back, and approaching his prone form with a faint, now clearly visible smile tugging at the corners of her dark lips. Even as his mind spun silently into madness. He watched amazed as her features shifted and melted like heated wax, running and reforming.

The scene changed, the hut and it's interior fading away like an after thought, replaced with the brilliantly bright sun of a mid spring morning, just a few short weeks after the battle of the Lunar Citadel. Through his own eye, he found himself looking at Spatha, a version only three years younger but shockingly different for such a short time. He was gangly, long limbed and narrow, before the guard training regimen Behemoth had overseen filled out his form. His eyes had the same intensity they had died with.

As he watched this youthful, energetic specter, as it spoke words he could remember but couldn't hear, it smiled. The first, last, and only time Behemoth had ever seen such open emotion displayed by the stoic, strange colt who had strode into Canterlot with nothing to his name but the sword he carried, and a desire to join the guard. He'd heard of the Changeling attack, and had set out to join the guard immediately. Set out from where, he'd never say.

the form exploded into dark, billowing smoke which shifted and formed of its own accord.

"Being the shaman of the forest can be quite lonely, it has been many moons since I've had a good boning."

She knelt over him, one fore-hoof bracing against the wall behind his head, the other reaching down and back to coax his retired stallion hood back into service. His body was frozen, he couldn't so much as twitch to dissuade her. This urgent desire had been burning in her since shortly after leaving the clearing. It was a giddy sensation, her head felt light, as if drifting on its own. It was all she could do to restrain her enthusiasm enough to keep a tremor from her voice, and her knees from knocking in anticipation.

This was not her, she didn't do this kid of thing, had never used her talents in such a base and manipulative fashion...but that fact was lost, even on herself.

"For my efforts tonight, payment is due, I will take my price straight out of you."

With no lead in other then that particularly odd and semi lyrical demand, she lowered her stripy rear down onto his still recovering from near viral death and only kind of stiff erection. She succeeded in rubbing wetness that had been building since this master plan had first entered her critically under sexed head about twenty minutes ago, across the width of his glans. She grunted in approval.

"Oh yes, this will do, hallucinating or not, you'll give quite a screw."

She powered her ample, spiral sun adorned rear down onto his cock, a somehow slightly rhyming grunt of pleasure slipping through her clenched teeth as the flare of its wide head popped between her tight lips, the first several inches disappearing within the same motion. She shivered in spite of the warm, humid air, the long absent sensation of stretching around a hard cock sending a thrill up her spine. She'd missed this feeling more then she'd known.

The smoke swirling before Behemoth's eye exploded.

The dark cloud coalesced and the shapelessness gave way to Blue Line, during his first day of training. Even then, three years ago, he'd been a beast of a stallion. He'd grown up on the shores of the sea bordering Equestria to the east, and more then two decades of hard labor in the ports and fisheries there had carved him into an imposingly powerful form to rival that of even Mac. He radiated the scent of the sea, the myriad, faint odors of coastal life and the tang of ocean salt emanated from him like a tangible force. His form melted into darkness.

"Yes, yes brute, give me more, make me drip, make me pour!"

Zecora's other fore hoof moved up to the wall over his head, both bracing her now, the full length of her well built frame stretched out above him. The humidity and her own exertions had her covered in a sheen of sweat, droplets of which flung from her on each downward thrust to splash against his chest. Her eyes were screwed tightly shut, teeth clenched and lips pulled back in a snarl of pleasure. Her incessant rhyming had finally been subverted, the only sounds escaping those clenched teeth were ragged breathing and harsh grunts.

Her brilliant mind was no longer being used, as far and completely disengaged as the stallion she was riding, just in a dramatically different direction. The forests of the Everfree, and the breadth of the world she'd seen far beyond the borders of Equestria faded. All that existed to her now was the curved wall she was braced against and the stone hard cock buried in her, it's wide head butting now against her cervix.

Quicker then even she could have predicted, the tingling and stretching gave way to clenching and shuddering. Her downward thrusts, smooth and fluid, stopped with a staccato series of jerks. Her head was thrown back, eyes screwed shut and mouth gaping. An undulating, wavering, almost unnatural whooping cry echoed out into the dripping night, frightening a plethora of multicolored avians that had roosted high above her ground hugging abode into panicked flight. They burst through the canopy, an explosion of color as vibrant as any firework, chased by the first orgasmic release these parts had heard in the better part of a year.

The fore legs which had braced against the wall over his head were now trembling. With a long, supremely contented sigh, the shaman of the Everfree finally collapsed, and she slowly sunk down onto the wide expanse of the stallion that was still stock still, completely unaware of what had just transpired. Breathing hard, she noted with a glimmer of annoyance that her normally tightly restrained and orderly mane was hanging limp and lank around her face, the trailing edge of it, longer then it seemed when up, trailed halfway down her back. She couldn't help but notice that he was still hard, her own screaming release not translating into one for The Beast.

The clinging darkness spun back together, trailing into a form he was very familiar with. Standing face to face with him, head wrapped heavily with a right eye that would never see again swathed in thick bandages, with it's chest similarly mummified, stood a picture perfect doppelganger of himself. The shadow him walked with an obvious limp, added testimony, if any was needed, to the fact that he hadn't healed from the battle of a few short weeks ago. Dusk Shield, as ageless and implacable as ever, stood at attention at Behemoth's back, his own injuries from that bloody day similarly obvious even under his full ceremonial plate armor.

He remembered this day. The air had been full of the sound of construction equipment and thick with the smell of magic as the city went about healing it's wounds. Everywhere you looked there was an army of brightly colored hard hats and neon, reflective vests. So many bodies scurrying back and forth, that from a distance their frenzied motion looked like nothing so much as a kicked over ant hill. The brick, wood and stone was healing far faster then the flesh and bone.

Shadow Behemoth strode back and forth before a twenty strong double line of candiates. The first volunteers slated to replace the shattered Lunar Guard. He remembered all of these faces, but only two of their names. Only two had made it through the following weeks and months to don their armor. Only two had proven themselves physically and mentally capable to stand a chance against the trials that were coming.

Blue Line and Spatha. The first Guards of the Second founding. Two of the finest he'd known in over a decade of doing this. And they'd both died tonight, directly or indirectly, to him.

Those two, the only to succeed from the first group, had opened the flood gates. After their hard won victory over the rigors of training, the following group of candidates was twice the size, the third even larger. Regardless of how many would try, of how many that would arrive on the still stained and cracked cobbles of the Lunar Citadel, the ninety percent attrition rate was a constant.

After three years, and over a dozen separate groups of prospective applicants, each larger then the last, the Lunar Guard could boast a single, under strength company on the day of Behemoth's retirement. Three platoons, their full number not quite reaching into the triple digits. It was a Corps drastically smaller then their compatriots in the Celestial Guard, to whose banners flocked many of those who washed out of the Lunar Guards much more intensive training.

Almost a tenth the size of their Celestial counter part, the Lunar Guard made up for their numerical deficiency with the nature of their training. A training so brutal, so unforgiving, that not all of those who failed it ever returned to civilian life. Or any life, for that matter.

The Celestial Guard, in contrast, was little more then ornamentation. It had been centuries since the last time the Guard regiments had officially gone to battle, and in the intervening generations, all but the vaguest tradition of martial skill had faded away. Now, they were window dressing, assigned to guard a being powerful enough to vaporize them with a thought...at least during the day. They were chosen for aesthetics more then ability. The first and primary purpose of those in the gold armor was to look good in it, to stand stock still and silent, intimidating and blank. Of no more real significance then a well composed piece of art, and serving much the same purpose.

This ideology had only just started to change under the youthful idealism of Shining Armor, an alteration which had swiftly earned the colt Behemoth's rare respect. However, it had yet to gain much headway against centuries of entrenched apathy.

Behemoth had chosen a different path when he'd been tasked with resurrecting the dark armored Guard upon Luna's return. Assigned this duty by superiors that didn't quite know what to do with him after his return from the Deadlands. His first founding had been decimated, killed almost to the last. With Spatha and Blue Line representing the Second, he built them in a different image. A harder image. Trained them to prevent the horrors that so few knew had transpired that day from ever happening again. Those two, the First of the Second, who he'd loved like brothers...like children. He'd watched them die tonight.

He watched their specters and his own melt and drain into two inky pools. One brightened to milky whiteness, devoid of definition or hue. The other formed a golden eye set in a backdrop of grey fog. No face formed behind those eyes. None was necessary. That single eye and it's milky blank companion told the story plain enough.

The pools changed subtly, by degrees, taking on shape and color where seconds before there had been none. Still asymmetrical and uneven, the two pools took on a faint glow, brightening to the point of incandescence, vibrant green and dark, vertical slit pupils swam up from their depths. Harsh and distant, mocking and inescapably feminine laughter drifted from the cloud. Under laid with a scratchy, echoy quality. At its sinister sound, the rest faded, leaving just those two, abnormally green eyes and the echoing laughter as all encompassing blackness sank in.

Then, the fever broke, and with it, the hallucinatory effect of the strange medicine vanished as quickly as a flicked switch. The odd, exotic conglomeration of scents that where the signature of this home were the first perceptions to flicker back into being, followed in short order by the sight of the low hanging ceiling curving away over head.

As the control of his body swam back to him, heavy and lethargic with exhaustion following the toll taken from his body by the battlefields of tonight, those both inside and outside of it, he felt a different rush, a sudden tidal wave of sensation that was very familiar, and very unexpected given the nature of tonight's events.

Lifting the leaden weight of his head, he looked down past the rise of his broad chest, and met the turquoise eyes staring steadily back at him, seemingly waiting for his return to cognition. This, in and of itself wasn't remarkable. Doctors, or, in this case, the more accurate term would be the generic 'healers', traditionally liked to be present when their patients regained consciousness.

What set this instance apart, was that traditionally, they didn't pass the time by sucking off those they were 'healing', while waiting for them to wake up. A grin formed across the dark muzzle wrapped tightly around his shaft...kind of. A genuine smile made somewhat more difficult all things considered. She rose up the length of him with a sucking pop after pulling back slowly, seemingly savoring the flavor of his granite gifted girth as her tongue lapped at its length, missing not an inch as she released it, now spit slick, into the warm forest evening.

"Ahh, I see you have awoken at last, now you and I, my troubled stallion, we will have ourselves a blast."

A quiet, niggling voice in the back of his mind told him this was wrong, that after the events of tonight, even his Princess shouldn't have been able to illicit such a vertical response from him, much less a strange hermit with a penchant for overly convoluted speech. That the injuries, both physical and psychological of this evening should've left him incapable, to say nothing of unwilling to summon this kind of hard enough to cut stone erection.

She rose up over him again, her almost hypnotically striped body stretching over his prone form once more, glistening, dewy nether lips literally dripping in anticipation, she was pleased to note that this time around she had his undivided attention, his one golden eye following her movements.

What he saw in her eyes, however, was unsettling. Her eyes were...glazed, thick and dull. Looking into them, it was clear there was no thought behind them, only a base drive to satiate her rampaging lust. The lights were on, but no one was home, her will was not her own.

The faintest hint of a frown crossed his face as the images of the lost faded from his mind. He knew this wasn't right, but lacked the strength to even speak, much less act to stop her. Every ounce of strength and vitality was shifted into the dark tower of his cock, pulsing and throbbing, it's rigid length quaking with each slowed beat of his heart. It was alive and roaring even as the body attached to it it came to a stop. The rest of him felt drained, every bit of energy and power siphoned from his strong frame. It felt as if his will, his very essence were draining away to be replaced with...nothing. Another stallion, one not quite as versed in the specifics of that particular event, might think this was what it felt like to die.

As the last bit of conscious thought vanished like a puff of smoke in a tornado, it was replaced with a throbbing, aching desire for release. All thoughts of resisting this faded away, his mind nothing more then a lust filled mass of heat and desire, the change as sudden as light filling a dark room. His body, which scant seconds ago had lacked the strength to so much as lift his head, was inexplicably filled with rampant, twitching energy. His heart rate spiked, doubling then tripling in the space of just a few seconds, pounding against his rib cage with all the subtlety of automatic fire.

What started as a low groan quickly grew into an earth rattling crescendo, a pure, animal roar of lust that startled the nocturnal forest around them into silence. His back hitched upwards, snapping him upright in a motion far too fast given how drained he had been just a few short moments ago. As he landed heavily on his hooves, his single golden eye, now flashing with an unnatural fervor, swung over, locking onto her like a weapon sight. She read the manic intent in it, and smiled in welcome.

~Fuck. Fuck! FUCK! Take her now, take all of her, fill every hole, take everything she has. Fill her with cum, fuck her until she can't walk, until we can't walk. Do it, NOW.~

As...articulate, as that thought was, it was vocalized with a continuation of that roar, a low, bass, predatory rumbling from deep in his chest. He was on her before the lust addled minds of either of them had realized he'd moved.

He dove at her, and she met him in mid stride, the two of them tumbling across the room together from their momentum. One or the other smashed into the heavy cauldron, sending its charred, smoke blackened cast iron bulk spinning across the room like a top, before it smacked into the wall, coming to a stop with an echoing note that sounded for all the world like a tolled bell.

Their tumble ended with him on top, standing over her, she was on her back beneath him, staring at the rigid length of his cock that had reared back, running along his stomach to almost reach his ribs, he could feel the radiating heat of it pinned against his stomach by muscles almost absurdly tight. Her hooves scrambled in conflict with his, both fumbling as they raced to pull it down, that it could be set to work.

As one or the other finally succeeded in their haphazard goal, he barged forward again, lifting her thick ass and the lower half of her back off the ground, her rear legs stretching up to either side of his wide torso, her weight resting on her shoulders. She grinned up at him fiercely as she watched the first sloppy thrust send the girth of his cock head slipping across her stomach. The second found its mark.

The two of them, thrown together barely over an hour ago by the random and capricious nature of the world they lived in, shared a long, low groan as his length plowed into her to the hilt with one sharp, jagged motion, her sopping wet cunny swallowing him up without any of the trouble she'd had the first time around.

Like an automaton, he thrust down into her with mechanical, brutal speed. His hips pounding down against her with unchecked force, each thrust shoving her shoulders against the hard packed earth, powerful thrusts growing faster and faster from one to the next, each joined by a wet squelch, her unusual wetness easing the savage passage of his unusual hardness, the pouring wetness running down through the cleft of her raised ass and trailing down her back to the floor.

The utilitarian, earthy room echoed with a mingled auditory assault, the harsh, rapid fire slap of flesh on flesh as his pendulously swinging balls smacked down against her raised ass, joined by gasping, breathy cries, grunts of pleasure each cut short by the next freight train thrust.

She could feel every inch of him as he plowed into her, every bulge, every vein, every beat of his heart that caused the prominent girth of his tool to expand by a clearly felt fraction of an inch with each pulse inside of her.

Each time their bodies met, he felt her stretched around him convulsing, clenching and pulling, her steaming pussy drew him in, sucking greedily at his length as strongly and skillfully as her other set of lips had a short time ago. He gave her everything he had, and she wanted more. Even from her awkward position, she was pushing up towards him, meeting his thrusts with her own. The muscles of her fighters physique were working in ways never intended, pushing herself up against the beast towering over her with hitching contractions of her back and shoulders.

His rhythm broke, and a grunt/growl slipped out through clenched teeth as he started to cum. He recovered just as quickly, the vertical shaft of his cock powering down into her as hard as before, slick and sticky now with his own cum and her flowing juices for a few final thrusts. She felt the first of many stinging squirts within her, the powerful jet of his white hot seed splashing into her womb. A low, drawn out and almost tired groan rattled out of her throat as she came scant seconds later, her back twisted and her pussy contorted, squeezing spastically around the barging shaft, forcing small sprays of their mingled fluids out to splash in fat drops across the floor.

He staggered back half a step, the movement pulling his phallus free of Zecora's cum drenched nether, and letting her back drop to the floor. She moaned at the sudden emptiness, and rolled over onto her stomach, the prodigious quantity of spilled ejaculate matting her coat. She didn't care.

"Oh yes fellow, that was grand, with such skill I haven't been fucked since I left my homeland."

She crawled away into the center of the room, the odd angle having left her rear legs with the thousand pins and needles feeling of limbs well and truly asleep. She felt the blood rushing back into her appendages, but they wouldn't be up to the task of supporting her for a few minutes.

"I have saved, and you have paid, and now we are even. Rest until morning, then you shall be leaving."

Focused as she was on reaching the raised platform where she slept, the muted sounds of movement behind her went unnoticed. Unnoticed, that is, until a sizable black unshorn fetlock landed in her path, and she suddenly found herself cast in shadow.

She turned back and looked up at him, startled a little as a trick of the light had cast his face completely into black. The single, flickering source of illumination was behind his head, leaving his face a a vague suggestion of features carved in impenetrable shadow. The overall effect was imposing, perhaps even borderline sinister.

"It is growing late, and time to rest, sleeping now would be for the best..."

Behemoth heard her words, and the faint whisper of concern in them as if from the bottom of a well. Those words lacked any power or conviction. She was right, however. He was exhausted, his body past the point of screaming for rest, it was now whimpering and murmuring desperately for the release of unconsciousness and the pile of pillows he's left in his wake. As drained, as completely over drawn as he was, a twitchy, manic drive still pulsed through bones weary to the core, driving him onward, making him pursue her across the room.

Her voice faded, the importance of the look of concern on her face dropped away. His vision darkened and reddened, to the hue of a scab, and all that he could hear was the pounding flow of his own blood. His body moved of it's own accord, acting without input from the mind that had disconnected from it.

Towering above her, his fore hooves reached out, drawing her back as he squatted down over her prostrate form. With one sharp forward motion, without even the common decency of a warning, his cock, still dripping with their mingled juices, pushed between those ample spiral sun adorned cheeks. She scrambled in surprise, recoiling from the unexpected sensation of his infamous broad head butting against the tight pucker of her plot hole. The pillars of his forelegs left her no where to go, immobile as she squirmed against them. Any sort of auditory objection was drowned out by the hammer of pounding blood in his ears.

~What the hell is going on...why can't I stop myself?~

Even thinking was becoming difficult, his inner monologue fading into a red mist, his own conscious objection to the acts his body was taking faded, replaced with...nothing. He couldn't explain it, he just knew it wasn't natural.

His pressure against her built, steadily and implacably, more and more force applied slowly, until finally, drawing a sharp gasp from the shaman, the first few inches popped into her all at once. He didn't wait, there was no pause in the smooth, slow down and forward motion of his pelvis. She contorted, shuddered, squirmed and thrashed, and, finally, lay still with a drawn out moan completely soundless to him. The heavy heat of his pendulous balls were pressing firmly against the lips of her marehood, the full unchecked length of his cock buried deep in her ass.

She could feel the unnaturally fast, hummingbird-like beat of his heart as each mechanical, perfectly timed, not slow not fast thrusts pressed her against the midnight blue pillars of his forelegs. That too rapid pulse completely at odds with the almost casual fucking, his body showing none of the hyper active speed the hearts strain would suggest.

Before long, some residual pleasure of the earlier events worked its way back into her. Unbidden, she found her body responding, her rear lifted, giving him a better angle and speeding him along his dark road. Involuntary moans were driven from her each time his belly met her back. The sensation of fullness and warmth spreading, tingling through her body, all
the way to her hooves and back again. She looked up and back, catching his one eye with one of her own, a grimacing smile on her face.

"Tis been a long time, since I've took such in my butt, hurry up, brute, and bust a nut."

If her words were heard, he showed no sign, and no vocal response other then steady, slightly labored breathing, the quiet grunt of exertion. Something must have made it through though, as without warning his pace and force doubled mid thrust.

Her head was down, cheek resting on the cool ground with a smile fixed on her face. Her brilliant green eyes were closed, relishing every second, every inch. Her rear was sticking up into the air, eager to take him, again, for everything he had left. The savage, rapid fire impacts inflicting a rosy tint on her hearty, firm cheeks, visible faintly even through her coat. Each resounding smack causing them to ripple forward in an almost hypnotic fashion. The harsh impact of a high velocity scrotum into her labia and clit caused involuntary clenches in the velvet vice of her plot hole, squeezing and tugging at him each time his hips struck home.

His faded mind, consumed by the painful thudding in his chest, was only vaguely aware that his body was reaching it's limit. It could only be pushed so far on will alone, and that wall was rapidly approaching. It was a race to see which would give out first, his cock, or his heart.

He froze. All motion ceased save the faint up and back motions of the exotic mare beneath him. She knew what was coming and moaned, anticipating the flood of liquid heat filling her rear seconds before it arrived. His statuesque form wavered, starting with a faint, almost imperceptible tremor in his legs, which quickly spread throughout his battle tested frame. He quaked and shivered, shuddering with the brutal release of torrents of pent up energy.

There was no sound.

Shot after shot of thick cum surged into her eager ass, and she moaned at the almost burning sensation of his molten liquid, but he uttered not a single syllable, not so much as a grunt or cry of ecstasy.

After mant seconds of ejaculation, he stumbled back, his erection pulling free of her with the sucking pop of a filling vacuum. Staggering drunkenly away, sounds came back to him as if from an unmuted speaker. Where there had been nothing but the thudding roar of his own pulse, he could hear her gasps, the rattle of beads in the faint breeze, the roars and squeals of a nighttime hunting ground. It all came back. Color once again flooded back into the world, the brown red tones fading into the shadows to be replaced with the vibrant hues of life.

As a wave of exhaustion crested over him with all the subtlety of a train wreck, his sapped body cried out for rest. Crossing back to the pile of pillows where the events of this evening began, he was barely capable of keeping his hooves under him. Collapsing onto his side, kicking up some of the smaller pillows to rain back around him like oddly shaped hail, his last waking image was of a shadow filled corner near to the un bolted front door.

He couldn't recall if she had secured it upon entering or not, and the final vestiges of his focus weren't on it, but on those deep shadows. Too deep. A darkness significant for being darker then the darkness surrounding it. As Behemoth's vision faded, and his much abused body finally succumbed, something in that black caught the light, reflecting it back like a flash from a pool of motor oil.

The darkness moved.