With a clattering of biosteel hooves, Sideralis touched down once more upon Isla Colibaba. He was nervous about this, and he knew why. The smoozy ooze infected everything that came anywhere near it, infections designed to wear down, cause weakness, break down defenses, destroy immune systems, the smooze was the Harbinger of Pestilence. Repeated exposure would prove devastating.

Of course the disgusting slime wasn’t where their last battle took place, but Sideralis was a little disappointed anyway. He looked around, his eyes falling upon the building he had been smashed into. Part of it had collapsed. There was still a reddish-brown smear along the wall. The cobblestones where the battle had taken place were pitted and slick looking with slime.

They were now in a race against time with no real way of knowing what the infection would do long term. Queen Chrysalis had come around quickly upon reaching an understanding of what they were up against. This was a self replicating, self repurposing hex that latched on a lifeform and then began to go through rapid changes as it tried to find a way to weaken, infest, wear down, or cripple. While Sideralis had his hooves down on the ground, Queen Chrysalis was working with her best and her brightest, trying to find some way to counteract the self aware, artificially intelligent infection.

“Mjölna?”

“Yeah?” Mjölna’s reply came out as smoke, curling around the cigar she was chomping on. Smoking was against regulations when out on a mission, but Mjölna had stopped giving a damn.

“I’m only asking because I’m worried… I know you’re old and all, but do you think you can keep up with Stout and I?” Sideralis asked in a perfect deadpan.

Mjölna’s eyes widened, her wings clanked against her ribs, and her teeth gnashed upon the end of her stogie. After a moment, she started laughing, a deep bellowing laugh that echoed through the streets and between the abandoned buildings.

Stout, who had been looking pretty grim right up to this point, gave Sideralis a weak smile, but it was a smile. Stout’s neck was still damaged, and a spot on her left front leg was still pretty messed up. Bits of machinery and hydraulic actuators were visible. There was a lot of meat still missing.

Both mares were armed. Mjölna had a strange device mounted to one wing, with the tank for the liquid mounted on her other wing. It was something that appeared to be a collection of scrap metal, tubes, crystals, and all of it was covered in frost. Wisps of frigid air curled up from it. The device, while a little crude, had been cobbled together by Doctor Gizmo and Mjölna. It fired a telekinetic orb filled with liquid nitrogen. It was a short range weapon. On impact, the telekinetic sphere would disperse and the liquid nitrogen would splash all over the immediate area.

Stout was armed with a similar device, also mounted to one wing, with the tank for the liquid mounted on the other wing. This device fired streams of liquid methane and could do so at a fair distance. Stout had also been fitted with a special shield emitter that would protect her from any freezing flyback or mist.

Sideralis was wearing his high altitude gear, the protective plating over his legs and his face that would allow him to soar to the edges of space. His wings had been fitted with two large tanks. Smooze storage tanks. As much as Sideralis hated it, he was going to have to hang back and stay out of battle as much as possible, as he could not risk having his protective gear getting too damaged.

“Stout?” Sideralis voice sounded positively demonic coming out of his respirator helmet. “Stout, I want you to know…”

“Yes?” Stout looked at Sideralis and gave him a raised eyebrow.

“I’ve never loved a mare with a liquid fart cannon before.”

“Sid, damn you… stop making me laugh!” Stout stomped her hoof upon the cobblestones, causing a few of them to shatter. “This is serious. We could all die.”

“Which is why he is making us laugh,” Mjölna said. Still chomping her cigar, Mjölna rose into a bipedal stance, her wings and mounted weapons angling for maximum balance. Her front hooves began to glow a bit as her projectors began to warm up.

Following Mjölna’s example, Stout also rose into a bipedal stance so she could use her projectors as weapons. They only had so much liquid nitrogen and liquid methane. Each shot would have to count. If they ran into trouble while hunting for the wretched smoozy ooze, they would need a way to defend themselves and obliterate their foes.

After finding her balance, Mjölna was the first to go stomping off. “You know, if these weapons prove useful, I’ll have to refine them and make them better. We’re bound to run into dangerous enemies and freezing them is a really good idea.” As she spoke, thick smoke curled out of her nostrils. “When I find Queen Mariposa, and make no mistake, I’m gonna find her, I have half a mind to jam the barrel of a gun like this right up her ass like a dildo and blow a frozen load right down her poop chute.”

“Mjölna!” Stout shouted in protest.

“I’m done being nice. I’m done playing nice. I’ve had it. I’m tired of this war, I’m tired of this fighting, I’m just tired. My friends got hurt. I feel like I’ve failed them. My experience was supposed to keep them safe. I failed both my princess and my prince. And now”—Mjölna sucked on her cigar, causing the end to glow cherry red—“now I’m gonna be a real bitch about things. This is personal.”

Stout, looking disturbed, took off after Mjölna, shaking her head and muttering to herself. Behind her, Sideralis followed, his head turning from side to side as he scanned for danger.

In the distance, something moved. It floated, suspended about a yard or so over the ground. It was bulbous, grotesque, and Sideralis could not identify it. Nor did he have time to identify it. The strange, hideous gasbag creature fired off a blast of some strange purple energy in a beam. Mjölna broke left, Stout broke right, and Sideralis lept backwards.

The beam turned the cobblestones where they had been standing into a goopy liquid.

The lumpy misshapen blob floated closer and Sideralis could see that it was covered with eyes. It had one large eye that glowed with a purple light, and many smaller eyes that peeked out of fetid, flabby folds of filthy flesh. It jiggled in the most horrific manner as it flew in their direction, propelled by flatulent blasts of putrid, vile smelling gas that it spurted out of propulsion orifices.

Mjölna, who had seen many horrors, had seen nothing like this horrific nightmare. She fired off a few pulses from her projectors and her telekinetic blasts bounced off of a glittery, glowing shield that manifested around the creature. Stout tried to follow Mjölna’s example, but had the same results.

A quick learner, Mjölna fired off her rivet gun, letting go a steady stream of ballistic projectiles. The floating creatures shield was designed to deflect beam energies, not ballistic rounds. The stream of rivets ripped holes in the creature, and several eyes took direct hits. The eyes melted like wax and began to dribble out of their sockets.

The big eye, glowing purple, fired again. The trio scattered and this time, the beam hit a brick wall. The bricks turned to goopy liquid and a section of the wall melted, the bricks and stone becoming something that resembled purple, goopy mud.

“The fuck is that thing?” Mjölna asked as she began to power up another weapon.

No one replied, no answers seemed forthcoming. Sideralis, knowing that beam weapons were useless, focused upon evasion, as did Stout. Mjölna however, who knew something about gasses that suspended airships in the air, had a hunch about this bloated, floating, flatulent flying monster.

The flamethrower in Mjölna’s front leg spewed flames, igniting the creature. The floating nightmare blazed for a few seconds, and then there was a massive explosion that caused several buildings to topple over and the trio were sent flying, the concussive blast smashing into them with terrific force.

Mjölna, who had been flung into a wall and then buried when the building collapsed on top of her, punched her way up out of the rubble that covered her like a makeshift shallow grave. She rose up, now standing on all fours, and wobbled around. She shook her head, spat, and then scowled a horrible, terrible scowl.

“I seem to have dropped my stogie.” Angry, Mjölna punched a chunk of rubble hard enough to turn it into dust. “Mutant motherfucker made me drop my stogie.”

Stout struggled to her hooves, a crooked piece of rebar sticking out of her side, down near her stomach. She stumbled around for a minute, her horn glowed, and with a grunt, she yanked the rebar out from between her ribs with a metallic scraping sound.

Spreading his wings, Sideralis recovered himself and he looked around for other threats. He gave himself a good shake, sending dust and debris flying from his body. He let out a dazed sounding whinny and then went to Stout’s side, worried about her, and hoping that she was okay.

“Alicorn princesses and princes damn everything, I dropped my stogie! Somepony must pay!” Mjölna stomped over to the scorched remains of the floating monstrosity, a scowl upon her face, and pieces of glass sticking out of her pelt.

“What the fuck?” Mjölna looked down at the charred, blackened remains. There wasn’t much left of the creature, but looking down at the flabby, burned flesh, Mjölna saw something unmistakable. There was a unicorn horn peeking out from between two crispy folds.

“Fuck me… fuck me… fuck me,” Mjölna stammered in horror, “fuck me, this used to be a pony… no… no… no… I can’t… I can’t take this… I can’t stand what she’s doing to us.” The battle hardened mare squeezed her eyes shut and gritted her teeth together.

Stout, who now stood beside Mjölna, looked down. She too saw the horn, and then noticed something else. The charred remains of a wing. Only a few feathers survived, but the wing was unmistakable. It had belonged to a pegasus. Stout stared at the remains, knowing that the visual records she was getting would be needed for study. She moved her head around, trying to get as many angles of the gristly sight as possible.

“I don’t even want to know what sort of horrible alchemy spawned this,” Sideralis said in a low mechanical voice that thrummed through his helmet. “Mjölna, are you going to be okay?”

“No, fuck no, I’m never going to be okay… I dropped my stogie and then I saw this mutant motherfucker… it’s like she tried to make pony soup or failed to make an alicorn or something… I can’t even drink booze any more to kill brain cells with the hopes of making that go away.” Mjölna backed away from the charred remains, gritting her teeth and shaking her head.

Trying to be helpful, Sideralis extended his wingtip and flicked away a few shards of glass sticking out of Mjölna’s back, cringing at the tears in her skin. She might not feel pain, and he might not feel pain, but the wounds looked awful, and something about them made Sideralis’ groin muscles clench up tight, and his dock tingled in a most alarming way.

He flicked his tail as the chills in his dock intensified.

“We need to keep looking. We’re losing power and we can’t have Sideralis getting too fatigued. We need to hold it together. Come on, both of you. Let’s go. We have a smoozy ooze to hunt.” Stout looked at both of her companions and gave them a gentle smile.

Sideralis, who was still feeling chills, flicked his tail again and when he did so, a most peculiar sensation began to creep through his body. The ground was infected here. He could feel it in his hooves. A peculiar sensation overcame him. He had been raised as an earth pony in the Unity Web, and what he was feeling now, the only thing he could describe it as was an earth pony feeling. As his concentration intensified, his tail flicked for a third time.

“Follow me,” Sideralis commanded, “I can feel the source of the infection…”

Author's Notes:

The first of the flesh warped...