The Final Quest of Star Swirl the Bearded

by JohnPerry

Chapter 8: Act II: Chapter V

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Star Swirl marched resolutely forward, flanked on the rear by Humble Pie and Swift Cloud. His horn was brightly alit to cut through the thick fog that lay before them and he had a grim, hardened expression on his face. The unicorn had decided to take the direct approach: march straight into the clearing and demand the release of their pegasi companions. And if their captors refused, they would dearly regret it.

“I don’t like this,” Humble Pie whispered urgently. “Shouldn’t we try sneaking in and rescuing them?”

“You heard Swift Cloud,” Star Swirl replied, and the pegasus looked up at the sound of her name. Since the changeling attack she had been downcast and quiet, a rather disheartening contrast to her normally upbeat and rambunctious nature. “The pegasi are too well guarded and the changelings too numerous for us to go unnoticed. What’s more, we don’t have the time to plan a stealthy maneuver.”

“So we’re just going to trot in, knock on the door and say ‘Excuse me, would you evil creatures of the dark be ever so kind as to let our friends go?’” Humble Pie said incredulously.

“Well, I doubt we’ll be using those exact words, but for all intents and purposes, yes.”

“What if we get captured? Or worse?” the earth pony exclaimed.

“We won’t,” Star Swirl growled. “I’ve dealt with changelings before, Humble Pie. I know what we’re up against. And we will rescue those pegasi,” he stated with a forceful finality.

Humble Pie swallowed hard, partly due to the unicorn’s fierce tone and partly due to fear of what was about to come. He refrained from replying and turned to look over at Swift Cloud, who had returned to staring at the ground as she walked, looking distant and sad. Something in the earth pony’s heart ached at seeing her so depressed.

“Hey…you okay?” he asked her, but she didn’t seem to hear the first time. “…Swift Cloud?” he added to get her attention. She finally looked up at him.

“Hmmm? Oh, yes. I’m…just worried for my friends is all.”

“I understand,” Humble Pie offered, nodding sympathetically.

“I’m also not proud of how I acted back there,” Swift Cloud continued. “A true soldier isn’t supposed to show emotion.”

“I can’t say I know much about soldiers,” the earth pony replied, “but I do know that a true pony is allowed to cry if there’s a good reason for it.”

Swift Cloud gave him a small smile, which quickly vanished. “I’ve been tricked twice today. My commander acted strange and I failed to protect her; instead I faltered under the orders of a pegasus who had my commander’s wings, but wasn’t her. And then I let myself be tricked and almost defeated by one of these creatures.

“I think Star Swirl is right,” she went on, her look of sadness now becoming a stern, determined frown. “These…changelings. They hide in the shadows, they disguise themselves as ponies, they deceive…how can you use stealth against them when all they know is stealth?”

“Very astute, Swift Cloud,” Star Swirl said, nodding sagely. “One does not fight fire with fire.”

“I just don’t want to be tricked again,” Swift Cloud grumbled. “I’m going to save my commander or die trying, just as I swore I would when I became a soldier.” Humble Pie gave her a scared glance, frightened at this change in the pegasus’ demeanor.

“You won’t have to,” the unicorn stated. “No one is going to die tonight. Not as long as these changelings fear my vengeance.” A deathly silence fell over the trio of ponies at this and not another word was spoken for quite some time, with only the steady rhythm of Star Swirl’s bells rising to meet the siren music that continued to pull them deeper into the forest.


It didn’t take long for the three travelers to come across the first signs of changeling activity. A faint buzzing emanated through the trees and small scuttling sounds could be heard above them. Pairs of blue eyes shone through the darkness, regarding them coldly as they passed. Every now and then Humble Pie would catch a glimpse of fangs or saliva dripping from a changeling’s mouth, briefly visible in the gleam of Star Swirl’s light. The unicorn continued forward, staring ahead the whole time while Humble Pie and Swift Cloud kept an eye on what lay above them.

Soon they were walking through a scene out of a pony’s nightmare. Beneath the treetops, invisible to Swift Cloud when she flew overhead, was the nest of the changelings. Star Swirl’s light illuminated the whole area and Humble Pie stared up in horror at what he was witnessing. Sickly green cocoons hung from the branches above, held together by sticky webbing that connected every cocoon and tree, forming a tangled mass over the entire nest. Changelings either hovered in the air or scurried over everything in sight: tree hollows, limbs, cocoons, the webbing; it was a flurry of activity that made Humble Pie and Swift Cloud feel sick to watch.

However, that activity was quickly muted by the obvious presence of the three ponies. Every changeling in the nest stopped moving and began watching these intruders pass beneath them, regarding them with hungry expressions and curiosity that such creatures would so willingly march right into their midst. The buzzing of their many wings grew more urgent, anticipating what was to come.

A few hovering changelings grew bold and approached Star Swirl, testing to see how easy it would be to take this one. The unicorn gave them a cold stare and the light from his horn suddenly grew in brightness, accompanied by a fierce wave of heat that sent the changelings scurrying back in alarm. Even Humble Pie and Swift Cloud, despite being behind the magician, could feel the intensity of the heat from his spell.

“Don’t even think about it,” Star Swirl said coldly to the changelings before him, though by this point his warning was quite unnecessary as the creatures didn’t seem to want to draw any closer then they had to. “Tell your leader I wish to speak with her,” the unicorn demanded. There was a moment’s hesitation on part of the changelings before a couple of them flew off to carry out Star Swirl’s demand.

The three ponies continued on through the nest, emerging out of the trees into the clearing they had sought all this time. What they saw there gave each of them pause. Each of their pegasi companions were lounging on clouds positioned at the very center of the clearing, expressions of pure bliss evident on their faces. They were being tended to by a group of handsome pegasi stallions and beautiful pegasi mares, each dressed in a toga and with a wreath of leaves in their hair, strongly reminiscent of the palace servants of the Pegasi Empire. It took Humble Pie a moment to realize that these pegasi were in fact changelings in disguise. These changelings too regarded the newcomers with surprise but continued about their task.

It was then that Humble Pie finally spotted the creatures responsible for bringing them all into this forest. The sirens were only a half-dozen or so in number, but they were so hideous that their very presence lent them an aura of domination in this clearing. Each of the sirens was a grotesque combination of bird and pony. With a horrible revelation Humble Pie and Swift Cloud realized why the singing they had been hearing sounded so familiar and yet alien at the same time: the lovely singing and poetic lyrics of a pony’s voice mingled with the soft chirps, whistles and harmony of a birdsong. They had the body and rear hooves of a pony, with the feathery wings of a great bird of prey. Their front legs ended in sharp talons that looked lethal yet were handled with delicate care over the stringed instruments they currently held. The head was the most grotesque feature; equal parts pony and bird, with a mane along the neck that gave way to feathers atop its head and a muzzle which morphed into the beak that delivered their beautiful singing. Each of the sirens leered at the three new ponies, shying away from the light of Star Swirl’s horn but continuing to sing regardless.

“Hey! Look who finally showed up!” a voice came calling over to them. General Hurricane lifted herself off her cloud, looking at the three newcomers with surprise. The other pegasi gave small mumblings of recognition at the arrivals, but only Hurricane seemed interested. She fluttered off her cloud, waveringly flying over to them. She seemed unsteady, but her expression was one of pure bliss, with a large smile and a half-lidded gaze. “Private! I thought you wouldn’t be joining us!” she laughed, giving Swift Cloud a strong slap on the shoulder.

Swift Cloud nearly buckled under the force of Hurricane’s slap. “General Hurricane…” her voice trailed off as she searched for the right words. “You appear to be…inebriated,” she remarked.

“Oh ho! Does the little private think she’s better than her superior?” Hurricane replied mockingly, her tone immediately darkening. “Don’t speak like that to me, Private Swift Cloud. You are the worst excuse for a soldier I have ever known! Wait, no…” she paused, struggling with a thought. “No, Private Pansy. She’s the worst excuse for a soldier I have ever known. But you’re the second.”

“Thank you, General. I haven’t been made to feel inadequate enough today,” Swift Cloud said coldly, but Hurricane failed to pick up on her sarcasm.

“You’re welcome, private!” she exclaimed heartily, giving Swift Cloud another powerful slap on the shoulder. “And at least you’re a pegasus. But you,” she went on, turning to Humble Pie and swaying slightly, “are just a groundling. You and your crops and your rocks...we pegasi work day and night to gift you with suitable weather and we receive no respect from you whatsoever! Well, you can have your ridiculous rocks, earth pony.”

“As if I give a flying feather what you think, Hurricane,” Humble Pie spat.

“You watch yourself, groundling,” the general growled, now fluttering just in front of him and forcefully shoving a hoof into the earth pony’s chest. “You’re speaking to the next commander of the Pegasi Empire, and you will respect me as such.

“And you,” Hurricane continued, now turning to Star Swirl, “are a freak. All you unicorns are freaks, with your magic and high-mindedness, but you’re the freakiest of them all.”

“Then you’ll have to forgive me for this,” Star Swirl said. His horn glowed slightly brighter and suddenly a similar glow appeared around Hurricane’s mouth, which sealed close as if the lips were held together by an invisible adhesive. The pegasus struggled to open her mouth a bit before making a series of forceful, angry gestures at the unicorn. She looked ready to attack, but then a couple of the disguised changelings fluttered over to her and gently pulled her back to the cloud. Hurricane obliged, apparently forgetting her anger in her current state.

“Not to say that General Hurricane isn’t known for her forcefulness,” Swift Cloud remarked, “but she’s never been quite that…honest.”

“She is merely experiencing euphoria,” a silky voice from behind them said. The three ponies turned to see a changeling larger than the others emerge from the depths of the nest. She was slightly taller than the other changelings, with green eyes, a blue mane and tail, insect-like wings that were riddled with holes and a spiky horn atop her head. Of all the changelings she looked the most like a pony, albeit a dark and twisted version of one. “The feeding has begun,” she went on, teasing her fangs with a hungry lick of her tongue.

“What have you done to my fellow soldiers?!” Swift Cloud demanded, staring down the changeling.

“Offered them bliss,” the changeling leader answered in a smooth tone. “As you can see, we have a delightful mutualism with our local sirens. They lure in any unwary travelers with their song and when our guests arrive we complete the illusion to make them feel even more at ease,” she explained, gesturing to the changelings disguised as pegasi servants. “Then we drain their emotions; we feed until there’s nothing left but an empty husk.

“We show them all their happiness and love in their final moments before they slip away. It truly is the most peaceful way one can die, in my opinion,” she remarked, a faint smile curling her lips upward. “And then after we’ve had our fill, we let the sirens enjoy our visitors while they are still…fresh. A beautifully symbiotic relationship, wouldn’t you say?”

“Yes, very efficient,” Star Swirl stated coldly. For his part, Humble Pie was amazed the unicorn could hold so well together in light of what he was witnessing; the earth pony felt like being sick after hearing this explanation.

“Ah, and you must be Star Swirl the Bearded,” the changeling said, turning her attention to the unicorn.

“I am, but I’m not sure if we’ve had the pleasure of meeting before.”

“Oh, we haven’t, but every changeling knows of you,” she muttered, her tone becoming more threatening with each word. “If I could have my way, you would pay dearly for your crimes against our queen.”

“Ah, and here I thought I was addressing the new queen,” Star Swirl smirked. “Then again, I suppose you couldn’t call yourself a proper queen when you lead over such a paltry group of pathetic weaklings.”

“You watch your tongue!” she snarled, leaning towards the unicorn. “I did not come here to be insulted by the likes of you! Instead, I have come with an offer.”

“Oh? Am I to take it you will let our companions go?” Star Swirl inquired, raising an eyebrow.

“I have come to offer that and something far greater,” she whispered, a devilish smile creeping across her face. “You’re quite well-known among the changelings, yes, but there are other creatures who know of you…who respect your power…who fear you.” Her eyes were practically gleaming with anticipation as she spoke.

“What of it?” he asked sharply, fearing that he had an inkling of where this conversation was going.

“Our land is gripped by anger and hate,” the changeling continued. “The ponies fight amongst each other and our kind is left with little to eat. All is so dark…so cold.” Humble Pie and Swift Cloud felt a chill go down their spine as she spoke that last word.

“Winter is coming, Star Swirl. But you already know this, don’t you?” She began pacing around him, regarding the unicorn thoughtfully. “That’s why you’re leading this motley group of soldiers and this simple farmer, isn’t it? And that’s why they fear you.” Star Swirl stiffened at this and drew himself away slightly from the changeling, the first crack in his stern exterior. The changeling chuckled softly.

“Star Swirl the Bearded. The only one the Windigoes fear.” She stood before him now, looking into his eyes. “I’m sure you regard us changelings as little different from them, but we and the Windigoes have always been mortal enemies. They feed off anger while we feed off joy. So long as one of us is present, the other can not survive.

“Here is my offer: I will let your companions go free, and you may all pass through this forest unharmed. In return, you and your fellow ponies agree to fight with us in our war against the Windigoes. The ponies may have the advantage of numbers, but your fellow ponies fail to notice the Windigoes’ approach. They continue to fight amongst themselves, oblivious to the fact that they are hurtling towards devastation. With us on your side, we can lead you to the Windigoes.

“Think of it, Star Swirl,” she whispered excitedly, her eyes gleaming once again. “Ponies and changelings, fighting side-by-side for the good of us both! A mutually beneficial partnership, wouldn’t you say?”

Star Swirl was silent for a moment as he considered her words. The thought of joining these foul creatures was downright revolting to him, but he also recognized that this changeling spoke the truth. A partnership with these creatures could finally give him the proof of the Windigoes he so desperately needed to illustrate the danger to the unicorns.

“No, I would not say that,” Star Swirl finally replied. “The ponies of the three tribes are misguided and filled with hate, but deep down they are good creatures. They will find harmony one day. There is no room in our society for foul, repulsive filth that seeks only to feed off the love of our kind,” he spat.

“How disappointing,” the changeling sighed. “But not altogether unexpected. Very well Star Swirl, but I’m afraid the pegasi are staying here.”

“And I’m afraid you have no choice in the matter,” the unicorn stated forcefully.

“Oh? And do you honestly expect to be able to defeat us all to do it?” she sneered. A small swarm of changelings began hovered up behind her, readying themselves for a fight.

“Don’t underestimate me,” Star Swirl snarled. “That was the mistake your queen made.”

The changeling growled furiously as her horn began to glow a bright green. Flames of the same color suddenly leapt from the ground, quickly forming a ring around the three ponies. Humble Pie yelped in fright and Swift Cloud fluttered up into the air, readying herself to pick up the two stallions and carry them across if need be, but Star Swirl merely stood still, calmly regarding the green flames as if they were a mildly interesting show.

“Very flashy,” he remarked before his horn began to glow brightly. Great flames of orange and red sprung up to engulf the green fire, consuming it before vanishing, leaving the three ponies still standing unscathed. “But you’re far too weak for that spell.

“However, if it’s fire you wish for, then you brought the right pony for it.” Star Swirl gave the changeling a savage grin as his horn began to glow brightly again.

Feed on them!” the changeling shrieked to her fellows, pointing a hoof at the three ponies. The changelings behind her dove at them just as Star Swirl sent out a burst of fire that radiated outwards from the unicorn’s horn. The changelings tried to dodge out of the way, some narrowly missing the flames while others got badly singed, dropping to the ground in pain.

“GET TO THE PEGASI!” Star Swirl bellowed at his two companions, rearing up on his hind legs as he charged another spell. Humble Pie and Swift Cloud were too stunned to refuse, nodding quickly and racing to the center of the clearing, where the disguised changelings were already trying to extract the pegasi soldiers in the midst of this chaos.

Star Swirl stood before another swarm of changelings, his body crouched and knees bent as he continued to build up power in his horn, which grew brighter by the second. The changelings, fearing his power, were wary of coming nearer. The unicorn reared up on his hind legs as his horn glowed with a blinding light, and many of the changelings dove out of the way for fear of what was to come.

But Star Swirl’s spell wasn’t intended for them. In the middle of rearing up he spun around and aimed his spell at the edge of the clearing, sending a great ball of fire hurtling towards the group of sirens. They promptly screeched in alarm and took flight, dropping their instruments in their haste, which were quickly engulfed by the sudden flames that spread across the spot they had all just been sitting.

The second the siren’s music stopped, a strange expression came over each of the affected pegasi. Commander Tempest swayed uneasily on the spot, putting a hoof to her head as she tried to maintain her balance in mid-air. “Oh…what the…” she muttered as she waited for the world to stop spinning.

“Commander Tempest!” Swift Cloud hollered, diving at one of the disguised changelings and barreling into it, knocking it to the ground before it could dodge her attack. She wheeled around to face Tempest. “Don’t listen to these ponies! They’re changelings in disguise!”

“Commander Tempest!” another, very similar voice came from behind the pegasi leader. Tempest turned around to see Swift Cloud standing where she could have sworn there was a pegasi servant a moment ago. “Don’t listen to her! She’s one of the changelings!” Tempest opened her mouth for a second, then closed it and rubbed her forehead.

“Alright, whatever I had it must have been something fierce. I’m seeing double,” she groaned, still reeling from the effects of the siren music and the feeding. Swift Cloud dove at Swift Cloud, knocking her off her hooves and forcing her to the ground. The force of the impact caused her to lose control of the disguise, and now there was only one Swift Cloud, standing atop an unconscious changeling.

Ha!” Swift Cloud cried triumphantly. “You may look like me, but you can’t match my speed!”

SWIFT CLOUD!” Humble Pie cried out from the center of the clearing. “I could use a little help here!” The pegasus looked up to see the earth pony fending off a few changelings, a couple of which had taken on his appearance.

Swift Cloud turned back to Tempest, placing her fore hooves on the commander’s shoulders in order to gain her full attention. “Commander Tempest, I understand that you’re probably very confused and weak at the moment. But you have to listen carefully and trust me. You’ve been through a lot and we need to escape from here, and we’re probably going to have to fight to do it.”

Tempest nodded numbly, still with a hoof on her forehead. “Private Swift Cloud, you have my trust.” She grasped the hilt of the sword strapped to her side with one of her hooves, letting it slide into the holding strap before she unsheathed it in one swift motion, steadying herself as a determined frown crossed her face.

Help!” Humble Pie sputtered, caught in the grasp of his double, who had the earth pony locked in a stranglehold. Another changeling approached, readying itself to strike, and it was only by the desperate flailing of his hooves that he managed to knock the changeling’s attack away. But that still left him in a dire situation.

Something collided with the changeling holding him and he suddenly felt himself being released from its grip. Humble Pie spun around to see Swift Cloud wrestling himself to the ground.

“Okay, I’ve had about ENOUGH-“ she head-butted the changeling, catching it on the head with her helmet and causing it to revert back to its regular form, “-of you things impersonating my friend!” Swift Cloud looked up from the stunned changeling at the real Humble Pie, who was staring at her with an alarmed expression.

“What?” Swift Cloud shot at him.

“I…” Humble Pie stammered for a moment. “It’s just somewhat disturbing to see yourself beat up.” He managed a small smile. “Much less by a friend.”

“Oh, get over it,” she chuckled, springing to his side to help him face off a new group of changelings. “Tell you what, if any of them impersonate me, I’ll let you take that one down.”

“I’m not sure I can do that,” he mumbled.

“Pfft. Earth pony,” Swift Cloud teased, but she gave him a sincere smile as she said it, which Humble Pie returned.

A horrible screech from above put an end to the two ponies’ banter as they looked up to see a siren swooping down from the sky at them, its claws outstretched and its beak open, as if ready to snatch them off the ground. It never reached its mark however, as Commander Tempest chose that moment to dive into its way, swinging her sword wildly at the siren. She missed by a wide margin, but the sight of the blade was enough to intimidate the siren, who now hovered in mid-air, warily eyeing the armed pegasus.

Despite her unsteadiness, Tempest had a look of utter fury on her face that gave pause even to the siren before her. Rage contorted her features and her eyes had a slightly glazed-over appearance to them due to her exhaustion, which only served to make her look even more unhinged. The siren hissed at Tempest, and she growled in response as she raised the sword in her fore hooves. No words needed to be exchanged. With a snarl, each leapt at the other. The pegasus swung her sword as the siren swiped with her talons. Each made contact with their target.

But it was Commander Tempest who remained as the only one still aloft. She had received a couple of deep cuts to her side from the siren’s talons, but she had also managed to slice through several of the feathers on one of its wings. Unable to stay in the air with only one flight-capable wing, the siren spun to the ground, landing painfully with another loud screech.

“Commander Tempest!” Swift Cloud cried out. “You’re hurt!”

“I am?” Tempest muttered, looking confused. She glanced down at her side, where a few drops of blood were leaking from her cuts. “Oh, I am.” She chuckled and swayed unsteadily. “I didn’t even feel it.”

“Come on, it’s time we left,” Swift Cloud insisted, receiving a nod from Tempest in response.

Fire raged all around them. Star Swirl’s magic had set multiple trees aflame and charred sections of the grassy meadow. They cast a flickering orange light over the entire clearing and many changelings were now scrambling to put out the flames, spitting out a sticky green substance that clung to anything it touched and proved effective at smothering fire.

Nevertheless, the unicorn proved prolific with his fireballs and the weakened creatures struggled to do battle and put out the fire at the same time. The moist wood caused smoke to pour into the clearing, mingling with the fog and causing the sirens to cough and flee in panic, fearful of damaging the lungs that gave them their most powerful weapon. It was the perfect moment to escape.

Star Swirl!” Humble Pie called out. “We’re going!” The unicorn nodded and sent out another blast of flame that caused a nearby group of changelings to dodge out of the way. The earth pony and Swift Cloud led the group of weak pegasi out of the clearing. Thunderhead and Silver Lining, despite still recovering, had gotten the idea to utilize some nearby burning branches as torches, which they initially used to brandish at changelings but now found useful for lighting their way through the trees.

Star Swirl remained in the clearing. At some point it had occurred to him that this could very well be the last time he encountered changelings and he decided he would make it count. Straining and hunched over, he cast one last spell; his horn glowed with such intensity that several nearby changelings dodged away in fear. Leveling his horn at the edge of the clearing, the unicorn unleashed an intense jet of fire that blasted into the heart of the nest, instantly igniting the treetops and sending flames leaping into the sky. Even from the clearing he could hear the sound of cocoons detaching from branches and smashing on the ground below.

The unicorn panted from the effort for a moment before turning and galloping after his companions into the trees. Screams of anguish and fury followed him as he fled into the darkness.

Next Chapter: Act II: Chapter VI Estimated time remaining: 2 Hours, 20 Minutes
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