The Final Quest of Star Swirl the Bearded

by JohnPerry

Chapter 7: Act II: Chapter IV

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Swift Cloud raced towards Tempest and Silver Lining, who were already flying over the dense forest that stretched out below them, having left the hill well behind. Both the commander and her advisor were flying at a high speed, possessed with finding the source of the strange music. Swift Cloud had to work hard to catch up with them, but she hadn’t received a cutie mark representing speed for nothing.

“Commander Tempest!” she yelled as she managed to pass by her superior, trying to keep pace. Her ears were still buzzing from the spell Star Swirl had put on her and she hadn’t been able to make out whatever the unicorn had been trying to tell her, but she knew something was amiss. “Wait! Where are you going?”

“Stand down, Private!” Tempest directed, not even glancing at Swift Cloud. “We are proceeding into the forest!”

Swift Cloud’s first impulse was to immediately obey the commander’s order and halt, but she was troubled enough by the situation that she managed to fight that urge. “What? But why? We’re supposed to be heading southeast, away from the forest!”

“Can you not hear the music, Private? We must find the source of it!” the commander declared, still not looking at her soldier. In all honesty, Swift Cloud could hear the music, but it was so continuously interrupted by the static in her ears that she couldn’t maintain any focus on it.

“But…that makes no sense!” the young mare blurted out. “We’re supposed to be traveling to Fortune’s Peak, not listening to music!”

“Are you questioning your commander, Private Swift Cloud?” Silver Lining demanded, glaring fiercely at the mare. “I will have you grounded for your subordination! Do you understand?!

“B-but…I…” Swift Cloud quivered, terrified at the thought of disobeying a direct order, especially when it came from a stallion who was not acting his normal self.

“Stand down, Private!” Tempest demanded again, this time actually looking at Swift Cloud and casting a look of deep malice at her.

“N…No!” Swift Cloud retorted, putting on a brave face despite her fear and flying ahead to place herself in the path of her two superior officers. “Commander, I don’t think you’re well! Please, just-”

Out of the way, Swift Cloud!” Silver Lining growled, launching himself at the mare. She gave a cry of shock and managed to dodge his attack, but she wasn’t fast enough to avoid the commander, who barreled at Swift Cloud and caught her on the side, sending her spiraling down into a nearby cloud. The impact was a soft one, but it left her disoriented for a few seconds as the other two pegasi sped away, continuing their journey deeper into the forest.

Swift Cloud lifted herself up, rubbing her head. Her helmet had come off when she had crashed into the cloud and the buzzing in her ears wasn’t doing anything to ease the headache she now had. She was shivering slightly, her emotions wracked after what had just happened. Looking up, she watched for a few seconds as her superiors flew off before glancing back at the hill where they had just been, hoping to catch a glimpse of Humble Pie and Star Swirl. But neither of the stallions could be seen on the ridge and she realized they must have followed after her.

Biting her lip, she considered her situation. Humble Pie and Star Swirl could now be the only allies she had in this forest, but to return to them now would mean losing track of the pegasi, possibly for good. If she followed the commander, she could at least keep an eye on her fellow soldiers, but at the risk of leaving the two stallions on the ground lost in a dense forest with no way of finding her, not to mention the danger of being completely alone in hostile territory. She briefly considered leaving a trail of objects along the ground for them to follow, but then realized that in this dense thicket of trees the chances of them actually finding it were slim, plus she didn’t even know what she would use for markings.

Swift Cloud glanced back and forth between where she thought Humble Pie and Star Swirl were to the retreating pegasi in the distance. She was losing time and had to make a decision fast.

Through the static in her ears she could just make out the music that had taken hold of her fellow pegasi. So long as that music kept playing, the earth pony and the unicorn on the ground could follow it. It was a risk, but one she decided she had to take. Gritting her teeth, she shoved her helmet back over her head and took to the air once again, following Tempest and Silver Lining at a distance so they wouldn’t notice her presence.


Humble Pie and Star Swirl galloped through the forest, trampling through bushes and rushing past trees, racing forward in a mad dash after the pegasi. The earth pony took the lead, charging headlong into the woods. He couldn’t tell which direction he was going but still he plowed ahead, his heart thumping in his ears, which were still buzzing from the spell Star Swirl had placed on them. He panted as he continued to run, taking in big gulps of the cool, misty air that hung over the trees.

“Humble Pie, slow down!” Star Swirl called out, struggling to keep up with the earth pony, but between the racket he made as he crashed through the forest and the ringing in his ears, the farmer didn’t hear the unicorn.

Star Swirl gasped for breath as he pressed on; for the first time in recent memory he began to feel his age, with soreness taking hold in each of his legs. He looked up to see Humble Pie pulling away from him, running faster than Star Swirl felt able to. The unicorn gritted his teeth; he knew he couldn’t stop now. With sirens involved, there was little time to spare; in fact, it might already be too late. He couldn’t stop, he had to keep going. So he let the earth pony gallop further and further away from him, eventually passing out of sight in the trees ahead and leaving nothing but his hoofprints behind for the unicorn to follow.


Swift Cloud discreetly snuck from one cloud to another, carefully keeping track of Commander Tempest and Silver Lining as they descended into the trees. The forest was most certainly living up to its name now, as the heavy fog settled over the area, obscuring anything that wasn’t immediately in front of one’s eyes. The commander and her advisor had slowed down as they drew closer to the source of the music, but they continued on resolutely.

As Swift Cloud watched, her fellow pegasi drifted down towards a clearing in the midst of the forest. From this angle, the trees were too tall for her to see the ground, but she could tell the clearing was full of activity; strange, dark creatures that looked about the size of ponies were flying about the clearing and the music was definitely emanating from this spot. Tempest and Silver Lining entered the clearing and any of the dark creatures in their path parted way, allowing them passage inside.

“No way am I getting in there without being seen,” Swift Cloud thought to herself, watching the flurry of activity in the clearing. There were far too many of the creatures for her to take on, let alone initiate a rescue mission of her fellow pegasi when they themselves had flown themselves into this trap. She crawled along the cloud, silently making her way to a spot above the clearing before digging away a hole in the cloud just large enough for her to tunnel through. Carefully, she pushed a small opening into the bottom layer to catch a glimpse of what was inside the clearing.

What she saw immediately filled her with hope. She couldn’t make out much due to the fading light of the day, but she could still see the colorful hides of her fellow pegasi. They were laying at the bottom on a meadow, tended to by more of the strange creatures whose hides were too dark to make out in this light. Their shapes flew about the clearing and into the adjacent trees, giving the overall impression of some kind of massive hive. To one side of the clearing Swift Cloud could just make out the source of the mysterious music, a set of shadowy creatures who remained hidden from sight, only noticeable by the gleam of the beautiful instruments they played. She could hear the music much more clearly now, but it didn’t seem to be having an impact on her; the pegasus supposed that having heard it broken up by static in her ears for such a long period of time had rendered her immune to its effects.

Swift Cloud wasn’t sure why these creatures weren’t attacking her fellow pegasi now that they had them trapped, but she was thankful for that nonetheless. Now there might be time to plan a rescue mission, assuming she could get the help of Star Swirl and Humble Pie before it was too late.

A sudden movement near the young mare gave her a start. One of the strange creatures passed by much too closely, only barely visible through the fog. Even at such close range she couldn’t make out any details of the creature, though she did note that it moved not with the flag of wings of a pegasi but a definite buzzing sound, like that of an insect. Swift Cloud had no idea what this thing was, but it certainly wasn’t friendly. She waited for it to pass out of sight before quietly soaring upwards, punching out of the cloud layer and looking out west over the forest, barely visible through the breaks in fog.

Swift Cloud gulped at the sight that lay before her. The hill they had left behind was but a speck in the distance, showing the great distance the pegasi had traveled in such a short time. The sun had now set and dusk was quickly settling across the sky. She went through some rough calculations and determined that it would take several hours for the two ponies on the ground to catch up with them, assuming they didn’t stop or get lost, which given the vastness of the forest before Swift Cloud was seeming like a frighteningly likely possibility.

She had to ensure that wouldn’t happen. Spreading her wings, she promptly took flight, racing away from the clearing and heading back towards the hill. With any luck, she could find Humble Pie and Star Swirl in time and lead them to the clearing, where they could initiate a rescue mission. With a powerful unicorn like that, odds would certainly be in their favor.


Humble Pie continued to gallop through the forest. Night was beginning to settle and the fog only grew thicker the further he went. It swirled about the earth pony, parting before him as he continued forward yet clinging to his hide and hanging heavily in the air. It was so thick that he nearly stumbled into a tree or a shrub several times, just barely getting out of the way in time before he crashed into it. Finally he stopped, head lowered and panting heavily as he caught his breath.

“Star Swirl,” he wheezed between gasps of air. “We need light; I can barely see where I’m going anymore.”

He was met with an ominous silence. Humble Pie looked up. “Star Swirl?” he called out, receiving no response as he realized he had unknowingly left the unicorn behind. The earth pony gulped as looked around him; the buzzing in his ears had largely abated, but he could still make out the distant strains of siren music drifting through the woods. Most alarmingly, the jingle of the bells attached to Star Swirl’s cloak was completely absent.

“Star Swirl!” Humble Pie called out, but once again there was no response. The swirls of mist around him coalesced and dispersed, forming strange shapes in the fog that vanished before one could get a proper look at them. The hairs on the back of his neck began to stand up; despite the absence of his friend, Humble Pie did not feel that he was alone in this place.

A rustle in the bushes nearby startled Humble Pie, causing him to spin around abruptly and scan his surroundings. Sweat born of nervousness began to creep down his brow, mingling with the earlier sweat from his gallop. More than once he jumped at a shape in the swirling mist, mistaking it for a creature in his desperate attempts to locate any offending presence. It was almost as if the fog was alive, taunting him.

Another rustle in the bushes reached Humble Pie’s ears, but this time it was quieter and more measured. Whatever was in there was large and, more crucially, biding its time. The earth pony couldn’t tell if the pair of eyes he swore he could see were real or merely another trick of the fog, but they vanished as soon as Humble Pie turned to get a good look. He braced himself, all senses on alert as he readied himself for an attack.

It never came. Much to the earth pony’s relief, he could finally make out the sound of Star Swirl’s bells as he came closer. Humble Pie called out to him, directing him closer as he maintained a watch on his surroundings. There was a final rustle in the bushes just before Star Swirl finally arrived, horn aglow to light his way.

“Am I glad to see you,” Humble Pie said, relief apparent in his voice. “Something here is watching us,” he added in a dark tone, looking warily at the surrounding fog. “I’m sure of it.”

“I wouldn’t doubt it,” Star Swirl replied, nodding. “This forest is home to many dangerous creatures. My apologies for not keeping up; I’m not quite as fast as I used to be. Still, we mustn’t linger; the longer we wait the less chance we have of getting our pegasi friends out.”

Humble Pie nodded curtly and they pressed on, following the music that had brought them all into this dark forest. Star Swirl led the way this time, trotting at a brisk pace as he lit the way before them.


“Humble Pie? Star Swirl?” Swift Cloud hollered, flying low over the trees. She had flown back to an area where she thought the two grounded ponies might be and then began calling out for them in the hope they would hear her. It wasn’t ideal, but it beat hovering around and doing nothing as she watched her friends trapped in the clearing.

“Humble Pie! Star Swirl!” she called out again. “If you can hear me, shout back!” Her earlier urgency had faded, given that she had been going at this task for almost an hour now and it was quite dark by this point. Swift Cloud was just about to move on when she heard a faint voice from some trees just a little ways away.

“Here…” it meekly drifted up to her. The pegasus recognized it instantly.

“Humble Pie! Humble Pie, is that you?” Swift Cloud cried out joyfully, racing down into the forest to find the earth pony. She flew down into a small space between several trees, looking around. “Humble Pie! Where are you?”

“Here!” Humble Pie said, stumbling out of the bushes. He looked much the worse for wear, weary and breathing heavily.

“Oh my goodness Humble Pie, are you okay? Where’s Star Swirl?”

Humble Pie took a gulp of air, gesturing back into the trees with one of his hooves as he did so. “Fine…just back there…” he uttered between short breaths.

“Oh, that’s good to hear,” Swift Cloud said, feeling immensely relieved at this news. “Alright, so I found out where the commander and the other soldiers are and can lead you to it,” she explained, looking over in the direction of the clearing. “It’s a big space in the trees, where the music is coming from and they’re right in the middle of it. It’s swarming with creatures though; I don’t think we’ll be able to sneak them out of there without any of them knowing. We’ll probably need to charge in, but that depends on what Star Swirl is willing to do, so we’ll have to ask…”

Her voice trailed off as she looked back at Humble Pie. The earth pony didn’t seem to be paying any heed to what she was saying, but he was gazing at her intently.

“Um…Humble Pie? …Are you okay?” Swift Cloud asked uncertainly.

The earth pony didn’t answer at first, continuing to stare for a moment longer. “It’s been so long since I’ve eaten…” he muttered, taking in ragged breaths of air.

“Eaten? Humble Pie, are you hungry?” the pegasus inquired, concern apparent in her voice. “When was the last time you ate something?”

“So long…” he shuddered, not taking his eyes off Swift Cloud. “So dark…so angry…so cold. But now…feed.”

“Humble Pie, are you alright?” the pegasus asked again, taking a few cautious steps towards the earth pony. “I think you might be delirious; you need to rest for-“

She never finished her sentence, as without warning Humble Pie gave an animalistic snarl and leapt at Swift Cloud, forcing her to the ground and pinning her down. The pegasus tried to get up, but the earth pony stood atop her, holding her hooves and wings down with his strength.

Gagh! Humble Pie! What are you doing?!” Swift Cloud yelped, desperately trying to free herself.

“I can’t help it…it’s been so long since I have fed,” Humble Pie said, taking short, rapid breaths and salivating as he continued to stare into the pegasus’ eyes. “Nothing to eat…such anger…such bitterness…”

“What are you talking about? LET ME UP!” Swift Cloud yelled, trying to extract her hooves from beneath the earth pony but with no luck.

“But you…such joy…such love.” He spoke the last word in a rushed, excited whisper, as if savoring the word itself. “…Such a feast.”

HUMBLE PIE! STOP!” Swift Cloud cried out desperately.

“I must feed.” With that, Humble Pie leaned down towards the pegasus’ head. Swift Cloud looked up in horror, watching as fangs and sharp teeth took root around the drool spilling from the earth pony’s mouth; large eyes of a solid, cold blue swelled into place on his face, and his green fur morphed into a sickly black, scaly hide that was riddled with holes and spiky appendages. Swift Cloud was utterly petrified as the abomination leaned in closer.

There was a sudden motion as something out of sight came barreling at the hideous creature, knocking it clean off of Swift Cloud in one fierce blow. The pegasus looked up in time to see Humble Pie picking himself off the ground, bidding the creature a single disgusted look before turning around and launching a powerful buck at it, sending the creature flying into a nearby tree trunk. It hit it with a sickening crack before slumping to the ground, unconscious.

Humble Pie snorted as he glanced at the creature once more before turning back to Swift Cloud with an anxious look. “We heard you yelling, are you okay?” he offered, galloping over to the pegasus.

She reacted immediately, scurrying back several paces and holding a hoof out in front of her as if to shield herself. Her eyes had a glint of madness and there was a panicked expression on her face. “Stop right there! Don’t come any closer!” she shrieked.

“Swift Cloud, it’s me! Humble Pie! The real me!” he said urgently, offering an outstretched hoof.

“…Humble Pie?” she asked slowly, saying it as if it was the first time she had ever spoken those words.

“It really is me,” the earth pony said in a reassuring tone, giving the pegasus a weak smile to show his sincerity. “I can prove it too; do you remember this afternoon when we talked about rocks-“

However, the proof Humble Pie was about to offer proved unnecessary, as Swift Cloud rushed towards him, burying herself in his chest as she began to weep uncontrollably. Her whole body shook with sobs as tears began to flow freely down the earth pony’s front. Completely taken aback, Humble Pie tensed up for a moment, but then relaxed and wrapped his fore hooves around her. Swift Cloud accepted, pulling herself closer.

The faint jingle of bells announced Star Swirl’s arrival at that moment, horn aglow as he took in the situation. Humble Pie looked up at him and the unicorn gave him a small smile, which vanished the second he spotted the creature lying motionless at the foot of the tree. He walked over to inspect it, leaning in close and regarding it with a hateful grimace.

“What is it?” Humble Pie asked, glancing over at it.

“That is a changeling,” Star Swirl answered. “And if they’re here too, then our task just became much more complicated.”

Next Chapter: Act II: Chapter V Estimated time remaining: 2 Hours, 39 Minutes
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