Sephiroth stared at the grinning male in front of her. “You want to- what now?!” They were about to reach the outer walls of Everfree City when she was stopped by the man who had accompanied her, Max Caulfield.

“We’ll be attacked on sight if we go up to the gates like this, so, we need disguises. I just so happen to know a spell that can do that,” Max said, lighting his hand with golden magic. “I thought I’d never use this outside of pranks and I’m excited to see if I can use it to fool an actual guard.”

Slowly she began to back off. “I see the advantages of not being attacked but are you sure there is no other way? I never have been forced to walk on all four, you know?”

“Ah come on, it’s just like riding a bike! Once you learn, you know it for the rest of your life. Besides, what if you’re turned into a pony later and you don’t know how to walk?” He nodded his head, agreeing with himself. “I could even put the spell in a necklace so you can take it on and off when you want.”

Annoyed, she massaged her temples and sighed. “I understand that it will be of great use for me. But I just don’t know. The last time I was transformed into something else I landed in a completely different universe. And on top of that there is no guarantee that it will even work. Discord tried to change me into a few things for pranks but his magic just couldn’t overcome… how did he put it - my natural defences. It seems that the Jenova cells in my body adapt to magic quite fast and manage to nullify it if it tries to alter me.”

“That would be a problem, but you forget what I am. I can use Time to nullify those cells for however long it takes to get us in. But I could try something a bit easier.”

“And that would be? Everything I know about those cells is that they are able to adapt to almost everything, even going so far to change the outer appearance themselves. If the scene in the reactor is to be believed.”

“You just answered yourself. All I have to do is encourage them to change you how I want and once we’re done I can just encourage them to change back. They should take care of the rest for us.”

Blinking in confusion she thought over her own words and finally nodded her agreement. “That… should work. Okay. At least we can give it a try.”

Max stared at her for a minute before admitting, “I don’t know how to do that, but we do have a few hours.”

Her answer to this was a deadpan stare. “You want to experiment on me until you figure something out? That’s a little invasive, don’t you think?”

“I can see the cells now, I just don’t know how to change them like that. It won’t take long for each of my ideas and I can just rewind after they fail so you only get the one that works.”

“So, essentially, you tell me that you will torture and maybe even kill me a few times until you found the right way to change them.” She just shrugged impassively. “Sure why not.”

“Okay then. Let’s get started!” Max raised his hands and set them ablaze with golden magic. “Try number six hundred twenty six, coming up!”

Shocked Sephiroth’s mouth fell open. “Try number WHAT?!”

“Just bear with me here. The last one had some... rather explosive results.” Her vision tinted with gold as Max began his work. Slowly, her entire body began to feel like it was waking up, sending goose bumps across her. She knew this feeling from when she let her wing appear on her back but now it wasn’t focused on that area, instead she seemed to drown in it. It became hard to breathe and she slowly bent forward until her head was on the ground. It wasn’t painful but highly uncomfortable, so much so that she wished she could scream, but no sound escaped her. After what felt like eternity it just stopped and she just lay there, body covered in sweat, heart beating faster than a hummingbird’s and panting heavily. “Huh. Well, that wasn’t very hard. It was disturbing, though.”

Trying to calm her breathing enough to shout at him she just opened one of her eyes to stare at him. She was in no condition to succeed in this, though.

“I’ll try to make it better for you next time. For now, though, I need to prepare my own disguise.” He lit his hands again and flashed, almost blinding Sephiroth. Once she could see him again, she saw a dark brown gryphon standing next to her with black feathers covering his head. His front legs were blood red like his gold-flecked eyes and the trailing edge of his wings were also red. But what surprised her was when Max spoke. His voice was now feminine and lacking any indication that he was a guy. “There we go. I like the extra parts, but I gotta say that I’d rather be the one taking than giving.”

She couldn't help the laugh turned coughing fit she went through after his - or rather her - last statement. That certainly was not what she had expected to hear, like at all.

"Let's get you up and walking now." She stuck out a claw for Sephiroth.

The now gryphon got a wave of a forelimb as an answer which gave Sephiroth pause. After another short while she got herself together enough for an attempt at speaking. “I take it that it worked?”

“Well, you have the body of a unicorn -- minus the horn -- but you have a single wing, meaning you’re supposed to be a pegasus.” Max chuckled a little. “Only way it could be more convoluted is if you had the strength of an earth pony and said the wing was a birth defect.”

Lifting her head just enough to look herself over confirmed some of the gryphon’s observations. “Okay, I see what you meant with ‘body of a unicorn’.” She had a slender figure and would stand a little taller than most other ponies. Her black fur glinted a little with the remnants of her perspiration and, just like the other female had stated, a single wing rested at her right side. Even in this position it was easy to tell that it was way bigger than a normal pegasus’ wing and would look more fitting on a frame like Nightmare’s. “Huh… well we should think about something why my other wing is missing.”

“Well, we could say you’re an adventurer and I’m your bodyguard that pulls you out of dangerous situations that you blunder into. A swinging axe trap took the wing when you looked back at me when I told you to be cautious and we couldn’t get back to a doctor in time.”

“The irony.” The mare began to chuckle again. “I know you less than a day and you already managed to make me laugh twice.” She shook her head which caused a few of her silvery hair strands to fall before her eyes. “Feels good too. I think I needed that.”

“Yeah. Talos, the overprotective hired-for-life bodyguard. You could be...” Max - newly dubbed Talos - thought for a moment, obviously discarding several different names. “Dang it, I can’t think of something that fits your cutiemark and a slightly airheaded adventurer.”

Shocked, Sephiroth's head turned so fast that her neck gave an audible crack, staring at her own flank. “I have a Mark?!” There, on her otherwise black coat, was the image of a blue flame with a long, thin sword behind it. She expected to be confused by everything that this world decided for her to have as a Mark but as she examined it it just seemed to click. “Huh… figures. Maybe the flame is an attempt of whatever magic is behind the marks to represent Mako energy.”

“Hmm... How about Hot Blade?”

Instead of potential names for her pony self there was another matter that presented it herself and for the first time in what felt like forever she could feel her cheeks begin to heat up. “Max…? Where the hell are my clothes?!”

“Huh?” She looked at the pony still on the ground. “Oh, I didn’t even realize you lost them. Maybe they became your coat?”

A black wing rustled in agitation but Sephiroth refrained from shouting for the time being. She did not have clothes on but she did not feel naked at all. Ponies had their fur but she hadn’t thought that it would prevent her from feeling exposed. Shaking the thoughts from her mind she returned to a more pressing matter. “This may sound dumb, but… how do I stand up like this?”

“Well, I could let you flounder on your own for a few hours while you try to chase me down for not helping you - I’d prefer that, but wouldn’t like the outcome - or I could do a more hands-on approach.”

Talos was rewarded with another deadpan stare. “I would suggest that you stop your constant teasing or I might just have to kill you after all. I do not appreciate it.”

“Sorry, it’s my impish side showing. I thought it would be better than my sex-addicted side.”

“So I can choose between impish or sex-deprived? Sorry addicted.” The black mare rolled her eyes and snorted. “Great.”

“Well Talos needs to have fun somehow. Just goes to reason she’d have an immature side, or be a shameless flirt to counteract the seriousness of being on the job 24-7.” Max crossed her talons and huffed. “I won’t be able to seem overprotective with just professionalism, you know.”

Covering her eyes with a hoof Sephiroth sighed deeply. “Yeah, yeah. Just remember that when you try to touch me that I will kill you.” Desperate for a change of topic, she quickly added. “So how about this helping with walking business?”

“First thing you have to do is get your hooves under you like this.” Max laid down like Sephiroth was, staying like that for a few seconds before folding her legs under her and rolling onto her stomach.

“Okay. Seems easy enough.” Copying Talos’ actions she rolled onto her stomach and managed to fold her legs right. “But I assume that is not the difficult part.”

“That’s the easiest part. Actually standing is where it starts to get hard, since like this you’re resting on your cannons. It would be easiest to start with raising your hind legs first.” Demonstrating, Max fully extended her hind legs.

Again the mare had little problem copying the action but the second her flanks were high in the air a raging blush covered her face. “Max…? You do realize what this looks like?”

“That’s just because you let your tail slip to the side.” Just then a pair of laughing guards wandered into the small clearing right behind the two. Max glanced back as they abruptly stopped, giving them a saucy look.

Shock raced through the veins of the black mare, freezing everything on its way and essentially locking her body into place. She could do nothing for the moment but stare ahead, absolutely horrified. One of the guards coughed into his raised hoof and tried to save some dignity by averting his gaze while the other one openly stared, slackjawed.

“Come now, boys, can’t you tell we’re trying to do something here? I’d love to let you rut me, but I have to teach my master some yoga,” Max said, giving both guards a teasing glance at her snatch.

The mention of sexual intercourse snapped Sephiroth out of it and she proceeded to firmly plant her behind on the ground, which had the added side effect that her tail fell into place to hide her private parts. That in turn seemed to alert the guards that they really should not be there in this moment, but as they turned tail and escaped, certain parts of their anatomy were very visible and very excited.

“Come back! I wanna get to know you!” Max’s sensual smile turned into a pout as she turned back to the mare beside her. “Well, let’s get back to what we were doing.”

Cheeks more red than black, Sephiroth beated her face on the ground. “I’m really considering just changing back and sneaking into the castle.” Then she fixed the gryphon with a glare, filled with promises of untold agony and death. “If you ever lose a single word about what happened right now I’m gonna find you and tear you apart bit by bit!”

“Oh, come on. No one’s going to be by in the next hour and a half. That’s more than enough time to get past standing up.” Max got a mischievous smirk and continued in a singsong voice, “Besides, I think you just found one of your fetishes~.”

Rage burned through every fibre of her being as the pegasus jumped to her hooves, her one wing extending to full span, and glaring hellfire upon the gryphon beside her. “FETISH?! I swear I’ll end you if you dare to insinuate something like that one more time!”

Max stood up fully and gave her a smile. “All you need is one more lesson to get you walking now.”

Sephiroth was just about to shout more and even lifted one of her forehooves to shake it threateningly at the other female when her anger was snuffed by the realization that she was standing. Maintaining her balance even on three hooves like she was used to it. “Bwuh?”

“See? I don’t tease others because I’m mean, I do it- Well, I do it because it’s fun and I don’t mean anything by it, but that’s not important. What is, is the fact that I try to use my teasing to give others a target for their anger.” The gryphon came over and put her talon around Sephiroth’s shoulders. “So, let’s get you walking!”

Annoyed the pegasus grabbed Talos by the scruff of her neck and drew her in until they were nearly touching muzzle to beak. “Is. It. Really. That. Hard. To. Get. That. I. Do. Not. Want. To. Be. Touched?!”

“Maybe.” Max gained a predatory look before taking advantage of their proximity to kiss Sephiroth then teleported a few feet away, still wearing a smile. “I might learn if you can catch me.”

Thunderstruck, the black mare just stared for a few seconds before her eye began to twitch dangerously. Soon the twitch made its way over her whole face but did not stop there and before long her entire body shook. “You better hope that I don’t figure out how to walk… otherwise you’re dead!” Trying to dash for the smug gryphon with bared teeth and yelling in rage, she tripped on her first try and promptly planted her face back on the ground.

“I’m hoping you can, actually. Just so we can say that we walked right past the guards without them noticing to Celestia’s face if we meet her.”

Sephiroth quickly struggled to get on all fours again, snarling and growling like a feral animal along the way, she tried again and again to chase the gryphon but every attempt was met with another faceplant to the ground.

Max shook her head and walked over. “Seph, you’re going about this the wrong way. You need to move two legs at once to cover any ground. Here.” Max lit a claw and set Sephiroth on her hooves. “You take your front left leg and your back right leg and lift them. Then you move them forward and set them down, doing the same thing with your other two legs,” Max explained as she used her magic to move the appropriate legs.

Sephiroth tried to grab the gryphon again, but her hoof passed through nothing but air as Max had already teleported. Despite the murderous intent edged into her features there was a very prominent blush too. Which had appeared while her hooves were moved against her own will.

“Oh, another fetish! You like others being in control?”

Finally the black mare ran out of self-control, her rage overtaking her actions as she roared like a berserker and began to throw huge balls of fire at the gryphon with her hooves.

Max shook her head as her expression turned into one of boredom, not even moving as the attacks rained down on her. Sephiroth smiled viciously until the smoke cleared and revealed the gryphon still standing with not a speck of ash on her. “You need a lot of training. There was barely any force behind those, only a lot of hot air. Come on, all we’re doing here is trying to teach you how to walk for now.”

Sephiroth pounded the ground in frustration but did not calm down in the slightest. “Hot air? I’ll show you!” She reared on her hind legs reaching to the heavens. It took only a few seconds before the whole sky turned a fiery red. “See if you shrug this off!” A huge, red and rocky globe appeared slowly in the sky, quickly accelerating towards them. It would not destroy the whole world but it was definitely big enough to leave a huge crater behind.

“Seph, you’re acting like Cloud.” Was all Max said before reaching up and tapping the meteor once it was in range, shattering it. “Anything you throw at me relies on physics, which I can play like a fiddle. If you were more focused, sure, I’d have a harder time. But as you are, just barely out of your stone for seven hours? I could crush you. I hate strongarming people to get them to do what I want, but I will if it gets you to focus on walking.”

Taking advantage of the fact that the gryphon seemed to be distracted by the meteor Sephiroth had summoned her sword in the meantime, foregoing the walking and instead launching herself at Max and trying to slice through her with one great swing. She smiled in satisfaction around the hilt as she felt the blade meet flesh and bone. Once she landed she let her sword fade, not even bothering to look back as she heard a wet ‘schlick’ and two thumps.

“Thanks for taking care of the cockatrice. I was beginning to think I’d have to watch you turn to stone.”

Uncomprehending, the black mare slowly turned to look in the direction the voice was coming from. That was impossible. It just could not be true. There above her, lounging on a branch, was the very being she was positive she had killed mere seconds before. Then she let her gaze wander to the place the gryphon should be, in her opinion at least. The body wasn’t that of a gryphon, but of a cockatrice cut in half.

Absolutely dumbfounded her eyes lingered on the dead creature. “How…?”

“kawarimi no jutsu -- substitution jutsu. Or as close to it as I can get with my powers. I just freeze time, find something to replace me, and resume time.”

“So I wasn’t fast enough. Well that is something I can work around.” The pegasus sighed relieved, then took a deep breath. Closing her eyes for a moment her whole body began to glow with a dim, red aura. In the blink of an eye, she was gone. Not even a single second later the tree under the gryphon exploded into splinters.

Max didn’t even flinch as the tree fell around her and the branch she was laying on, which continued to float in the air not surrounded by an aura of any kind. “Can we please get back to you learning how to walk? This is getting a bit tedious. And repetitive.” She rolled off the branch, flaring her wings before she hit the ground.

Almost in the same instance of her touchdown blood erupted from Max’s side and a thud of something hitting the ground right next to her broke the otherwise silent atmosphere. She stood there for a moment, then looked down at where her right wing lay. “You know, that’s actually a good idea. I could say I lost it to the same trap you lost yours too.” She touched the fallen wing, somehow absorbing it and stopping the flow of blood as a scar formed over the wound. “There we go. Now how about a few more scars to make this more believable?”

The black mare’s voice sounded from behind the gryphon, amusement clearly evident in it. “I would be downright delighted to assist you in that endeavor.” With a crazed look in her eyes she began to glow red again before vanishing just like before.

Max sighed and raised a claw, inspecting it as the black mare came at her. Just as Sephiroth was beginning her swing, she froze in midair. “Looping off my head isn’t scar-giving. And no matter how fast you think you are, I’m faster because I am Time’s master.”

Grinning around the handle of her sword Sephiroth answered smugly. “And? That just means I have to become faster than time itself.”

Max scoffed, “That’s improbable. As long as you yield to physics, you will never be faster than time.”

Despite her seemingly hopeless situation the grin on the black mare’s face just grew. “I got you once. And I will again. Your arrogance will be your downfall.”

“Heh. Finally being called arrogant. Well, at least you know how to walk now.” The dark gryphon let Sephiroth fall to the ground, shaking herself as she did so and making scars form.

The pegasus jumped to her hooves again. “I’m not done yet. There’s one last thing that I have to wonder about. Just like I can accelerate myself I can bring others to a complete halt.” Right when she said that she reached a hoof towards the gryphon and encased her in a dull grayish aura.

“Nice. You managed to stop an illusion from moving,” Max said, making the mare jump and turn towards her. “You should expect me to be at least one step ahead of you at all times since I can rewind time.”

Sephiroth sighed in defeat, letting her sword fade away in the movement. Then she walked over to Max until they stood shoulder to shoulder while looking in different directions. “I know when it’s time to concede defeat. But there is something I’d like to make clear.”

“No touching you or mentioning sex in any way? I’ll try my best.”

Chuckling quietly she shook her head. “Not that. I don’t think that you’re dumb or deaf. So you already knew that. No, the thing I want you to understand is-” Without any warning in advance a hard, black hoof buried itself into the gryphon’s stomach. “-I’m a really bad loser.”

“Nice punch,” Max wheezed before she fell over, gasping for air.

Taking a few steps back the black mare just stood there in a relaxed pose. “But I have to give you this. You did succeed in making me walk.” And with that she held her hoof in front of Max to help her standing up.

“I guess this is the best outcome I can hope for.” Max took the proffered hoof and stood.

“You know, I’m curious. What would you have done if one of the guards would have taken you up on your offer? I think I remember that you mentioned some kind of fiance. Wouldn’t that be cheating?”

“No, he and I have an open relationship so I would’ve given them the time of their lives.”

Shaking the silver strands of her mane out of her eyes, Sephiroth began to trot in the direction of Everfree City. “Well that would be nothing for me. I lived with ponies long enough to accept the idea of herds but I still am a monogamous being. At least raised as such.” As an afterthought she added in her mind. ‘At least I think I was.’

Max kept pace behind her on her left. “So was I. I wasn’t really open to having sex with more than one being at first, but...” Max hesitated for a moment before continuing, “Then Celestia and Luna showed me how to love someone while having sex with other people. It doesn’t really make sense if you try to use monogamous thinking.”

“Look, I already told you that I can accept polygamous relationships. If I’m being honest with myself I can’t even come up with a single reason why I should not pursue something like it other than that I always was monogamous.” The pegasus frowned on the ground in front of her. “Hey… Max?”

“You know, we should start calling each other by our aliases. Just to make sure we don’t slip up in town.” Max cleared her throat and said in a slightly british accent, “Yes, Miss Blade?”

The black mare’s frown deepened. “Maybe you’re right, Talos. But I’m trying to be serious here.”

“Ah, one of the rare times. Very well, I am listening.”

“You stated earlier that we are friends.” Hesitating Sephiroth began to frown even deeper.

“We are. At least I consider you a friend,” The gryphon said in her normal voice.

The black mare stayed silent, clearly struggling with herself over what she was about to say. After a while it became apparent that she wasn’t going to continue.

Max nodded and looked forward again, going back to the subtle accent as she said, “If you need something, I am here for you. And not just because you pay my wages.”

Sephiroth groaned loudly and stopped. “Didn’t I say that I try to be serious?” Shaking her head she sighed. “Do you recall that I asked you if you remember your human life?”

“Yes. I remember it. But the memories are fading. With out me going through the mirror, I doubt I would’ve remembered them for another decade. As it is, I don’t think I’ll even mention earth after another century.”

The pony nodded and stayed silent for another few moments before she spoke again. “I can’t remember. At least not clearly. There are some fragments left which are either subconscious or seem to have held great value to me at some point.”

“Kinda feel a little like I was brought over on a silver platter, now. I even remembered some things from my childhood that I’d forgotten.”

Shaking her head again, Sephiroth began to lead the way one more time. “I remember everything from my time here in Equestria. But before that? I know that I was human once, that I did not possess these powers and that I would rather die than let a child get hurt if I could do anything about it.”

“I know what you mean. I was all out of sorts for the first two months, trying to figure out my body. Now? I feel more at home as Maxine with my fillies curled up on my lap as I tell them a bedtime story.”

Perked black ears showed that Max caught the pegasus’ attention. “Wait. Fillies? You gave birth to actual ponies?”

“Twins, actually. Celestia was the father of Golden Spark and Light Sweet,” Talos said as she pulled a picture out and showed it to Sephiroth. “Sol and Mun are carrying them on their backs. The others are Lucky and Rainbow, and the handsome devil next to me is Lance, my finace.”

A small smile played around the mare’s lips until her gaze stopped at the so-called fiance and morphed into one of confusion. “Are you a pedophile? He looks way too young.”

“Like I said, compared to someone that’s over a thousand years old, everyone is considered a child. Besides, he’s seventeen; he’s old enough to make his own choices.” Talos grinned a little, thinking a bit before speaking again. “Plus, he was great in the bedroom.”

A threatening growl escaped Sephiroth’s throat. “What did we agree on not even a few minutes ago? You really want to make me mad again.”

“I said I’d try my best. You can’t fault me for censoring what I was going to say originally.”

“You know what? Fine!” The mare whirled around and stared at the gryphon. “You want to know why I can’t stand you talking about sex all the time? Why I feel the urge to rip your throat out and feed it to you every time you mention anything even remotely related to the subject?”

Max just looked into her eyes, not saying anything for what seemed like hours. When she spoke, it was in a whisper. “Discord. I am-... nothing can say how sorry I am.” Max hesitated for a moment before pulling Sephiroth in for a hug. “N-no woman should have to bear the sorrow of losing an unborn child. I don’t care what you do to him as long as I get to neuter him.”

“The only consolation I have is that the child never existed to begin with.” The mare’s head lowered and she closed her eyes to prevent the tears from falling. “Doesn’t mean that it hurt any less…”

The Gryphon noticed the tears and used one of her primaries to help wipe the drops of sorrow away. “Never think that your child didn’t exist. He was alive like you and I even though he wasn’t out of your womb. There isn’t a power in the multiverse that can deny that.”

Sephiroth shook her head. “You don’t understand. There never was a life growing inside of me. He just… he tricked me into believing there was. But it was a mere construct of his magic, no soul, no life.”

“That’s how we all start. As a construct. Life comes as we live our lives and build memories. Our souls are our Hearts and give us life because of the memories we make.” Max was the one to shake her head this time. “Through magic, or chemistry, or even synthetic means Life can be born. There’s a chance Discord used an illusion, but if he didn’t...” She trailed off, letting the black mare come to her own conclusion.

Despite the situation the pegasus managed a small smile. “It could be that he did what you’re insinuating. I would not put it past him, not anymore. But something… somehow…” She sighed and turned around again. “I just know that I didn’t actually lose a child. Maybe I’m just hoping against every proof, but I think I have to believe it.”

“I’d rather you listened to your heart than me, then.” Talos cleared her throat and let Sephiroth go. “I don’t want to break the moment, but we do have something we were going to do.”

The pony took a deep breath to steel her nerves and nodded briskly. “Yes. There is a child I have to find. Celestia and Nightmare will be occupied with themselves and Discord can wait.” With that she trotted forwards once again, at a noticeably faster pace than before.

“We’ll be able to find them if they’re in the town, sis! You don’t have to rush,” Max called as she picked up the pace as well.

Shocked the pegasus tripped over her own hooves, but she managed to catch herself, barely avoiding another mouth full of of dirt. She decided that she must have heard wrong and continued on their path.

Author's Notes:

And there's the second part of the crossover. It will contain four more chapters.

Moon_Fire: .... I have no idea where the last five hundred words of this chapter came from. I think it came from me, but at this point Max kinda has her own little corner of my mind.