Slowly, the world came back into focus. Brown slowly opened his eyes, and saw that the world was out of focus. He closed his eyes again and tried to get his mind to think in the proper direction. Slowly, he checked his thoughts and his body. He ached all over, and was sure that he had broken several bones on the impact with the water, but he seemed to be functional now.

Once again, he opened his eyes again- -and this time saw a much larger pair of bright red eyes inches away from his own, followed by an extended “squee” escaping from the pony leaning over him.

“You’re so fluffy!” she cried, taking him into a hug. Despite her thin arms, she was surpisingly strong. Brown almost screamed as his fractured ribs were compressed, and as he was drawn closer to the yellow Pegasus he saw the lice, fleas and ticks that lived in her wings and fur. Looking into her unblinking eyes, he even saw the masses of worms that squirmed just below the surface.

“Can’t- -breathe!” he gasped.

“Oh! You can talk! I didn’t know you could talk!” She separated from him, and he retreated backward until he reached a wall and could flee no farther. “What exactly are you? You look like a pony, but you’re so little, and so adorable!”

“Get back!” cried Brown, reaching for where his gun was supposed to be but not finding it. He looked around the room, finding that he was in some kind of rotting hollow. Glowing roots were almost dripping from the ceiling, and the walls were made of stone and wood. He did not know what was going on. “What have you done with Rainbow Dash?” he cried, realizing that she was not there with him. The world started to shift red, and he leapt at the yellow pony.

As soon as he touched her, she cried out in pain, as though he had hurt her even when she knew he had not, and her skin seemed to crawl. Then, suddenly, Brown was surrounded by a swarm of flying insects.

“The bees!” he cried, jumping back. “Not the bees!”

“Stop!” ordered the yellow Pegasus softly before the hornets and wasps could start stinging. “It’s okay! He didn’t mean it! He’s just scared. But it’s okay.” She reached out her hoof. “There there. It’s going to be okay. My name is Vale. I’m one of Rainbow Dash’s friends. I’ve known her since we were just fillies. Your name’s Brown, right?”

Brown nodded, watching as the bees drifted slowly and angrily around him. They were not stinging him, but he knew that they wanted to.

“Hello, Brown. It’s nice to meet you.”

“Yes,” said Brown, taking Vales hoof and shaking it slowly. “Nice…to meet you too.”

Vale smiled, and Brown saw that she had several large fangs. “So. You’re Rainbow Dash’s special somepony, right?”

“Yes,” said Brown, quietly.

“Well, I think she made a good choice. If I wasn’t already happily married, I would consider asking you out on a date or two myself.”

Brown was staring to calm down. Vale, despite her strange appearance, had a highly calming voice and surprisingly disarming demeanor. Brown realized that even though she should have been profoundly unattractive- -considering her deformed eyes, sickly coat, thin limbs, and heavy parasite infestation- -she was actually not unpleasant to look at.

“Where is Rainbow Dash?” he asked slowly. “Please. She was hurt in the fall. I need to be sure that she is safe.”

“She is fine. My friends are helping fix her…legs.” Vale paused, displeased by something. “Do…do you know what happened to her? Why she has those things attached to her?”

Brown shook his head. “No. I never asked. She had them when I met her.”

“And when, exactly, was that?” asked Vale, suspiciously.

“About two weeks ago,” said Brown.

“Really? That’s pretty fast to make somepony your special somepony.”

“I was only born two weeks ago,” said Brown, defensively.

Vale just stared at him. “What?”

“I’m a force-grown clone. I was grown in a tube. I was just a fetus two weeks ago.”

“Seriously?” Vale put her hoof against her forehead. “Darn. Equestria just keeps getting weirder.”

“Lady Vale?”

“Yes, Brown?”

“Can we go to Rainbow Dash now?”

She sighed and looked up at him. She did not seem as happy as she had before. “Yes. Yes we can. You broke several legs in the fall. Are you good to walk?”

“Yes,” said Brown, sliding off the platform that he had been lying on and dropping to the floor, which consisted of a number of round stones with water flowing between them. Vale watched, and then led him toward the ramp that led out of the hut. As she passed through the vestibule, she stopped to speak with a striped pony who was mixing potions there.

“Thank you for helping him,” she said.

“Regenerative capacity, this pony does not lack,” said the striped pony, “but a warning, mistress: around him, you ought to watch your back.”

“Thank you for the warning, Zeen.”

Brown walked past the pony, and the pony glared at Brown. Suddenly, Brown realized that the “striped pony” was probably a zebra.

“Question,” he said, pausing. “Is it true that if you are flipped over and your belly is rubbed in a counterclockwise direction, you become limp and receptive?”

The zebra blushed heavily. “I don’t know who told that to you, but I assure you, it is completely untrue!”

“Don’t lie, Zeen,” said Vale. “It’s no secret that you love belly rubs.” She smiled. “Especially with that cute deer from the Pine-Bayou tribe.”

Zeen blushed again, and went back to mixing a potion. “Lady Vale, say what you shall, but regarding my love life, even you I shan’t tell.”

Vale giggled. “Come on, Brown,” she said. “Rainbow Dash is waiting for us.”

Breezies were weird. Rainbow Dash had always known that, she supposed, but she had never had cause to examine that belief too closely. Considering how long she had spent watching them repair her arm and leg, though, she certainly had enough time now to think about it.

The tiny insect-winged ponies had created a scaffold over which to work on Rainbow Dash’s limbs, as though she were a building of some sort. They had tiny little mechanics and welders and such, and Rainbow Dash watched in awe as they pulled away the golden plating on her left side and went to work replacing parts and reconnecting circuitry. They were oddly efficient at it, too.

Rainbow Dash watched as one of the head breezies commanded his underlings in their bizarre language, sending them off their projects.

“Don’t worry,” he said, floating up to her head. He was covered in grease, and was himself wearing a tiny tool belt. “My breezies are the best engineers in town. We’ll have you back to full capacity soon enough.”

“Um…thanks,” said Rainbow Dash. She then giggled slightly as one of them started doing something deep inside her leg. “Hey! That tickles!”

She laughed, but Five’s words still echoed through her thoughts. It had been Five who had paid for these prosthetics, but according to Five, she could just have easily rebuilt Rainbow Dash’s original legs with her magic. Having robotic legs was awesome in its own right, and there were hardly any limitations to them that Rainbow Dash was aware of aside from them not being waterproof, but she missed her old ones. She and those legs had had some good times together, and she hated Five for being so conceited as to not have given them back.

Rainbow Dash looked upward at the ceiling, trying to calm herself. Thinking about Five was not good for her blood pressure, nor was it good for trying to sit still for an extended surgical- -or mechanical- -procedure. More than anything, she wanted to fly into the air and probably kick some things or shape a cloud into that of a bat pony and strangle it.

What was above her was not quite a real ceiling, though. Rainbow Dash was not technically indoors, but she was also not outside either. Rather, the canopy of the various trees surrounding her had been woven into a series of delicate and complex arches. The trees themselves were the gnarled, ancient kind that would have been at home in the Everfree Forest, and they seemed to be lit by long tendrils of Spanish moss that dangled ominously from their intertwined branches.

The whole forest seemed to have a strange otherness to it that made Rainbow Dash’s skin crawl. Everything was deep, dark, and strangely alluring- -but at the same time horribly alien. Rainbow Dash felt as though she were being watched, perhaps even by the trees themselves.

As Rainbow Dash watched, she became aware of several figures moving in the foggy distance amongst the trees. Her eyes darted to one side just in time to see one of a pair of abnormally tall deer, her eyes glowing deep green and her skin overgrown with wood.

Then, from the mist, two figures suddenly emerged. Rainbow Dash was momentarily struck with an urge to break away from the breezies’ scaffolds and fly, but managed to prevent herself from fleeing long enough for the silhouettes of the figures to materialize into Brown and Fluttershy.

“Brown!” cried Rainbow Dash, almost trying to stand- -only to be yelled at loudly by several breezies. “You’re okay!”

“Marginally, yes,” said Brown. “But from what Lady Vale has described, I have you to thank for that. If it had not been for your help, Rainbow, I would have died. I’m just sorry you got hurt because of me.”

“No problem,” said Rainbow Dash, smiling. “I mean, what kind of pony would I be if I just let you die like that?” Brown smiled in return, but as his eyes shifted toward Rainbow Dash’s damaged limbs, his smile faltered slightly. Rainbow Dash wanted to reassure him, but she knew that he would not believe her until she could show him that she was fine. So, instead, she turned her attention toward Fluttershy.

“So,” she said. “Is that what you’re called now? Vale?”

“Yes,” said Fluttershy.

“Since when?”

“Since always. It’s the name my mother gave me when I was born.” The word “mother” seemed to catch in her throat as if it tasted foul, and she frowned as she said it.

“But I thought you were flock-raised,” noted Rainbow Dash. She had known Fluttershy since they were both barely five years old. Although Rainbow Dash had been raised by her father, Fluttershy had been raised in a group institution. Flock-raising was an ancient tradition among Pegasi, but it had fallen out of favor with all but the strictest of families. The institution had since become essentially a kind of orphanage, and since Rainbow Dash had never met Fluttershy’s parents- -nor had Fluttershy ever spoken of them- -she had assumed they died when she was young.

“I was,” said Fluttershy. “But I still had…have…a mother, if you can even call her that.”

“Yeah, I’m kind of getting that you don’t like her much.”

“I don’t. I know that’s a terrible thing to say, but what she did to my father was not okay.”

“Your father? I never met him either.”

“You wouldn’t have. His name is Avalon. A unicorn. Possibly the only creature that could ever love Satin Veil.”

Rainbow Dash coughed suddenly and actually did jump back, knocking several breezies off their platforms.

“Careful!” cried Fluttershy, catching them as they fell, even though the breezies themselves had wings. “You might hurt somepony!”

“Your mother’s Satin Veil?! As in, the pony devil?!”

Fluttershy sighed. “Hence why she named me ‘Satin Vale’. Yes. I know. I’m the spawn of Satin. It’s not something I’m proud of.”

“Satin- -you’re the devil’s daughter? You? Fluttershy?!”

“Well,” said Brown. “I suppose that would explain why she managed to live so long.”

“Yes,” said Fluttershy, nodding. “I don’t age. I did inherit the eyes and fangs, though, which make me look terrible, but everypony here is really understanding about it.”

“And I also suppose that explains the wings.”

“No, actually.” Fluttershy blushed slightly. “They just…well, after a few hundred years, they just keep growing, so, you know…”

“I find nothing wrong with your visage,” said Brown. “It is commanding and powerful.”

“Aww, aren’t you adorable. But that isn’t exactly the look I’m going for...”

“Fluttershy?” sputtered Rainbow Dash, still unable to wrap her mind around what was happening. “Fluttershy, you. Fluttershy. Satin. How this work?”

“Rainbow Dash,” said Fluttershy- -or Vale, as Rainbow Dash was starting to think of her. “Please. I’m the same pony I’ve always been.” She squinted and narrowed her pupils into red versions of her formerly blue irises. “I’m still Fluttershy. It’s me.”

“But you’re the daughter of evil incarnate! And just about the least evil pony in the history of Equestria!”

“I do try. I guess that’s how it works, right?”

“How does that possibly make sense?!”

One of the breezies floated above the others. “Pardon me, Lady Vale,” he said. “Our work is complete. She’s good to go!”

“Oh, thank you Acetl. I don’t know how to repay you for helping out my friend.”

“Anything for you, Lady Vale.”

Several of the breezies were completing their work by lifting the golden plates back around Rainbow Dash’s disproportionaly thin looking core robotic limbs.

“I’ve got that, guys,” said Rainbow Dash, picking up the plates easily and reattaching them. Once the breezies were clear, she flexed her left legs and stood up. She stretched them out- -why, she was not entirely sure- -and found that they were pretty much as good as they had been before. “Wow,” she said. “It feels great!”

“Breezies do excellent work,” said Fluttershy. “And all their tools are entirely organic.”

“Really? I guess their tools have a better track record than I do!”

The joke that was supposed to make Fluttershy laugh just made her seem sad.

“Come,” she said. “Both of you. Won’t you walk with me?”

“Sure,” said Rainbow Dash. Brown just nodded, and the three of them walked out farther in to the mist. The chair that Rainbow Dash had been sitting on- -which she now saw was assembled from combined vines- -separated and returned to the soil below.

As they moved, Rainbow Dash continued to sense the presence of the oversized green-eyed does that followed them. She could see that Brown did too, and that he was on edge.

“What’s with the deer?” asked Rainbow Dash at last.

“Oh, don’t mind them,” said Fluttershy. “They’re my personal guard.”

“I thought you were a demon. What do you need guards for?”

“Oh, I don’t have any special powers. I actually bruise easily. I just live a long time. Probably forever, even. Assuming nopony murders me.”

“Something is wrong with them,” suggested Brown.

“Nothing is wrong with them at all,” said Fluttershy, somewhat chastisingly. “They are werewoods.”

“Werewoods?” said Rainbow Dash. “You mean, like, half pony half wood? Like in the stories?”

“They’re not ponies, but yes.”

“So…what?” asked Rainbow Dash. “You live with breezies and werewoods?”

“Oh, no,” said Vale. “There’s a lot more than that. There’s also the deer tribes, and a colony of changelings, and the gohh I suppose. And of course all my animal friends.”

“So you just live out here with them?”

“I take care of them.”

“You rule them,” corrected Brown.

“Yes,” said Fluttershy, after a moment. “Except the gohh. Their social structure is…remarkable.”

“Wait a minute,” said Rainbow Dash, popping into the air. “So you’re what, exactly? A Princess?”

“Oh, no,” said Fluttershy. She put a hoof to her forehead. “No horn. Although there seems to be a consensus that I might grow some when I get older. But no. I’m not a Princess. But I do rule this swamp, and the Forest beyond. But not in a bad, ‘I’m a scary tyrant’ sort of way. I just protect it from harm.”

Rainbow Dash landed next to her friend. Vale was definitely Fluttershy- -but she was different somehow. The way she moved and spoke was with far more confidence than she had possessed before. When she spoke, Fluttershy had an almost manic, distant tone in her voice, as if everything she were saying were somehow vaguely hilarious. That attribute faded in and out, but it was still unnerving, just as her eyes were. Even with her eyes returned to their half-normal state, Fluttershy still never blinked.

As Rainbow Dash leaned closer, she also saw something that sent shivers throughout her body. As Fluttershy moved, insects appeared and disappeared between her feathers. Her wings were crawling with parasites.

“Um…Fluttershy.”

“Yes, Rainbow Dash?”

“Have you been…um…taking care of yourself?”

“What do you mean?”

“She means the parasites,” said Brown, bluntly.

“Brown!” hissed Rainbow Dash.

Fluttershy laughed. “Oh, I forgot! It’s been…how long? Two hundred years since I’ve seen a living pony? It must be strange to you. But those are just my friends.”

“Friends?”

“Oh yes. My body is home to sixteen species of louse, twenty seven of mites, six types of tick, forty six species of roundworm, seventy five species of flatworm, eighteen types of fleas, and I have three independent wasp or bee nests inside me. And some centipedes. Oh, and three varieties of crabs.” She leaned in closer to Rainbow Dash and whispered. “But don’t tell my husband about that last part!”

“Doesn’t that hurt?”

“Oh, yes. It’s agonizing. But they need me, Rainbow Dash. They just want a warm and moist home to live in, and I’m as good as any.” She hugged herself, as though she were hugging the literally thousands of parasites that lived within her. Then she squeaked, as if in pain, and spoke to her chest. “Oops! Sorry!”

“Fluttershy, that’s- -HUSBAND?!”

“I’m old and demonic, not dead,” said Fluttershy matter-of-factly. “I’m sure he’s around here somewhere…”

“He’s not a werewood, is he?” said Rainbow Dash, holding her breath. She tried to imagine who- -or what- -Fluttershy would have married. Breezies came to mind.

“Oh, it’s Discord. I married Discord.”

“WHAT?!”

“It was a beautiful ceremony, too. Until my mother showed up. Her gift has proved very useful, though.”

“You married the Spirit of Chaos? You?!”

“Well, I am an immortal demon. And he’s an immortal…thing. And, quite frankly, he is amazing- -and I do mean amazing- -in bed. Did you know that he has a hemipenis?”

“Um- -what- -what even is- -no, no, don’t tell me. I don’t want to know.”

“Or, sometimes, he likes to turn into a mare- -”

“Fluttershy!” cried Rainbow Dash. “I don’t want to know!”

“Oh!” cried Fluttershy, as if suddenly coming to her senses. “I’m so sorry! It’s the demon part of me. Sometimes I just can’t help myself. But Discord has been so helpful in the transition. I really do love him, Rainbow Dash. But you know how that is.”

“What do you mean by that?”

“Look, we’re here!” said Fluttershy, excitedly, passing through the edge of the trees and into a clearing. As Rainbow Dash passed through, she momentarily gasped at the city before her.

It was nothing like the cities she had seen in Equestria. In a way, it almost seemed like a detailed model: numerous structures, many of which were sized for animals of various sizes, were constructed in the large circular clearing, surrounded by tall trees that formed a ceiling over the town, its only holes slowly dripping, filling and merging with the narrow, swampy rivers that ran through the town. In the absolute center, there was a large area where the structures dropped vastly in scale. Rainbow Dash realized that it was a comparatively massive city- -all scaled and populated by breezies.

Many creatures wandered the border of the city. There were some deer, dressed in either wooden armor or colorful fabrics, as well as wild goats and even changelings, all of whom were striped with yellow. Animals walked amongst them, intermingling and even seeming to speak with those passing. All of it was lit by the bioluminescence of delicate ferns and fungus.

“Wow,” said Rainbow Dash. “This is impressive. Really, it is.”

“And this is just one of my core cities,” said Fluttershy. “There are hundreds of these. The gohh live farther in, though, with me, but I really love these towns. All my people gather here, and I love them all so much.”

As they spoke, a duck deviated from the group and approached them. Brown looked down at it, and the duck up at him. For a moment, they stared at each other in silence.

“Quack!” cried the duck suddenly.

Rainbow Dash had never seen a pony move so fast, not even herself. Brown shot almost vertically in the air into the trees above and grasped one of the large branches of the tree with all four of his hooves, shaking in fear.

“Duckie munstuh!” he cried, “nu num fwuffy! Nu num fwuffy!”

“Brown,” called Rainbow Dash, on the verge of laughter. She looked down at the mallard duck, and then up at Brown. “Come down from there! It’s just a duck!”

“NO!” cried Brown, holding his branch more tightly. “What if it’s carnivorous?! I’m not coming back down until that thing leaves!”

“Quackford was just saying hello,” said Fluttershy, sounding almost hurt by Brown’s reaction. “He didn’t mean to scare you.”

“Quack!” called the duck, sounding somewhat apologetic. The duck’s attempt at diplomacy failed horribly; Brown cried out in fear and held the branch even tighter.

“That tree you’re in is also carnivorous itself. And has a brood of baby varnaqs. And flying spider eggs.”

“I don’t care,” said Brown. “Just make the duck leave! Please!”

“Go on, Quackford,” said Fluttershy. “He’s just a little shy.”

The duck quacked, sounding discouraged, and turned and left. Just before it departed, though, Rainbow Dash thought she saw it eyeing Brown hungrily. She quickly dismissed the notion, though. Brown promptly climbed down from the tree.

“I didn’t take you for a papiaphobic,” said Fluttershy. “But it’s okay. I was once afraid of so many things- -almost everything.”

“I remember that,” said Rainbow Dash.

“But not anymore,” said Fluttershy, her voice dropping and expression becoming distant. “The things I’ve seen…” She looked out at the city from the edge of the trees, and seemed to become far more serious. She then turned to Rainbow Dash. “I thought I was the last,” she said. “But you…Rainbow Dash, I saw the accident. I was there. We all were. Not only did you survive, but…you’re here. And that’s impossible.”

Rainbow Dash shook her head. “I didn’t die. There wasn’t even a crash. I don’t know how it works, exactly, but I went faster than anypony has gone before, and…I jumped. I skipped over four hundred fifty years and ended up here.”

“I’m sorry,” said Fluttershy.

“For what?”

“I should have known,” she said. “You were…no, are, my best friend. And you came to a world you didn’t understand where all the others were gone. I should have been there for you. But I wasn’t. I’m so sorry.”

“Don’t blame yourself,” said Rainbow Dash. “It wasn’t so bad. I made some friends.”

“Really?”

“Yeah,” said Rainbow Dash, smiling- -and then feeling her smile fade away. She suddenly wanted to cry. “But…one of them isn’t my friend anymore, and never will be. The other…she didn’t make it…”

“I’m sorry,” said Fluttershy. “I didn’t know.”

“But I still have Brown,” she said, smiling at her one remaining friend. “And now I have you, too. And I guess Discord counts, wherever he is right now.”

Fluttershy suddenly wrapped Rainbow Dash in a hug. She was surprisingly strong, and smelled oddly good, even if Rainbow Dash could feel and see the parasites moving through Fluttershy’s wings and coat, scuttling toward more secure areas on her body.

Then Fluttershy pulled back, and Rainbow Dash saw that her eyes had reverted to their red state.

“But all these changes,” she said, lifting one of Rainbow Dash’s wings- -something that Rainbow Dash would only have allowed her closest friends to do- -and revealing the bladed feathers beneath. “I mean, the gold, the eye, the robotic limbs, your pregnancy, I mean, so many things have changed!”

Rainbow Dash and Brown’s eyes simultaneously widened, and the two looked at each other.

“Rainbow Dash…am…soon mummuh?” squeaked Brown just before his eyelids fluttered and he fainted.

“Oh,” said Fluttershy, looking down at Brown. Then, realizing what had just happened, she clapped her hooves over her mouth. “Oh dear! I’m so sorry! I thought you knew!”

“I’m…I’m freakin pregnant?!”

“Sorry,” squeaked Fluttershy.

“How did this even happen?!”

“Oh, well, when two ponies- -”

“I know how it happened!” cried Rainbow Dash, drawing the attention of several deer that were passing. She paced around the area, and looked down at her stomach. “Ah, come on! I have sex one time and I get pregnant? Really?!”

“Well, you could consider yourself lucky,” suggested Fluttershy. “Discord and I, we’ve been trying for a foal for centuries now, but we’re just not compatible breeds.” She looked down at the now semi-conscious Brown, and her eye shape changed slightly. “Of course…I don’t think he’d mind if I used a sperm donor…”

She leaned over Brown and grinned. Brown partially awoke, and looked up at her. As soon as he saw her, he froze up, his legs clenching around himself. Fluttershy’s long, forked tongue protruded from her fang-filled mouth and licked his face. “Don’t worry, little guy,” she hissed. “You’ll enjoy it as much as I will.”

“Fluttershy!” cried Rainbow Dash.

Fluttershy’s eyes snapped back to their normal shape, even if they were still red. She jumped back from Brown. “Oh no! I’m so sorry! I’m sorry! The demon half, I didn’t mean- -”

Rainbow Dash picked up Brown and held him closely. “His commanding ‘officer’ tried to rape him just two days ago,” she said. “Which is why she’s not my friend anymore.”

“Oh!” cried Fluttershy, clapping her hooves over her mouth. “Oh, Brown!” Red tears were welling in her eyes. “I’m so sorry! I didn’t know!”

“It’s…it’s okay,” said Brown. “I have…had a very good friend who was a demon. I know that the cravings can become intense sometimes.”

“Oh,” she said. “You are so understanding, and adorable! You’ll make a great father!”

Rainbow Dash shuddered, suddenly reminded about that particular fact. She looked down at her stomach again. It was hard to imagine that there was a foal growing in there.

“Actually,” said a familiar voice uncomfortably close to her head. She turned, and saw the wide eyes of a green pony with a single antler-like horn, his hooves wrapped tightly around Brown. “Exmoori tend to have multiple births. As many as twelve foals at once.”

“TWELVE?!” Rainbow Dash looked down at Brown. “If you put twelve foals in me- -”

“Three,” said Fluttershy. “You have three.”

“Three? THREE? How do you even know that?!”

“I’m a demon,” said Fluttershy, shrugging. “I can smell them.” She took a breath an looked at Brown, and then at Rainbow Dash. “I really am serious about having a sperm donor, though. I really do want a foal.”

“I wouldn’t recommend this one, though,” said Buttery Snake, still holding Brown. “Too big of a risk of getting a Fluffyshy.”

“Could you please stop touching me?” asked Brown, looking up at the green pony. “It makes me uncomfortable.”

“But I’m not touching you,” said Buttery Snake. He was, in fact, standing beside Fluttershy several feet away from Brown. Rainbow Dash put her hoof to her forehead, feeling the headache starting. She did not know what phenomenon during the Choggoth War had spawned the Chaos-being that was Buttery Snake, but she knew that he was irritating and obnoxious beyond measure.

“Well, I wouldn’t say that,” said Buttery Snake. “I prefer to think of myself as producing an endearing variety of surreal humor.”

“Why are you even here?” asked Rainbow Dash.

“I’m not. Not yet, anyway. Time travel and all.” He leaned closer, his eyes wide. “Once, I even went back in time and became my own uncle!”

“I called him,” said Fluttershy. “But we can get to why later.”

“Yeah,” said Buttery, picking Brown up.

“Hey! Put him down!”

“I’m not going to hurt him. Nobody ever hurts the brown ones. Well, no. That’s not true. At all. Yes, I know Discord, the meta.”

“Please put me down,” said Brown. “I’ve had a long couple of days.”

“I know,” said Buttery. “You watched your friend die, got molested by an insane bat pony, then nearly murdered by her, broke several probably important bones, and learned that you got your fillyfriend pregnant with triplets.”

“Yeah…” sighed Brown. “I’m really sorry, Rainbow.”

“Don’t apologize,” said Rainbow Dash. “This is…yeah. This is a good thing.”

Brown smiled.

“So,” said Buttery Snake, “I think this swab needs a break.”

“Buttery,” said Fluttershy sternly. “What are you going to do with him?”

“Take him over to Wheezy’s, probably.”

“That’s a breezy bar. He’s too big.”

“Spirit of Chaos,” said Buttery Snake, emerging from Fluttershy’s mane as a tiny copy of himself, followed by two brightly colored crabs. “I can shrink. Especially if washed with heat.”

“The last time you tried to shrink a pony, you changed the ants.”

“How do you shrink ants?” asked Rainbow Dash.

“He didn’t. He made them giant.”

“Which was epic. The changelings ride them now. Symbiosis and chaurus eggs for breakfast. They taste great with…” He appeared full side, his face pressed against Rainbow Dash’s. “….Butter!”

“Besides,” he said, now next to Brown before Rainbow Dash could punch him. “I believe Vale would like some girl time alone with you.” He looked down at Brown. “Come on,” he said. “You, me, Discords, and me…and probably six or seven Discords…are going to go for a party!”

The pair of them promptly vanished.

“Brown!” cried Rainbow Dash.

“Don’t worry,” said Fluttershy.

“Don’t worry? He just took my coltfriend!” She put her hoof to her stomach. “And…I guess my future husband!”

“Oh, I do love weddings!” squealed Fluttershy. “But don’t worry. Buttery Snake is Discord’s best friend. He was the best pony at our wedding. And about thirty percent of the guests. That was quite a reception. If only Pinkie Pie had been alive to see it.”

“If you say so.”

“He is right, though,” said Fluttershy, frowning. “There are some things I want to talk to you about. But only if you’re ready, I mean. I can see that you’ve been through a lot, so if you need some time…”

“Fluttershy,” said Rainbow Dash. “It might have been five hundred years, but you’re still my friend. If you need help, you just need to ask.”

Fluttershy smiled. “Oh, Rainbow, I knew I could count on you.” She looked out at her people. “But not here. We have to go deeper.”

“Where, exactly?”

“To my home.”

From beside Fluttershy, a shape emerged from the darkness. For a moment, Rainbow Dash thought that it was a deer, but quickly realized that it was something far worse than any werewood. It was the creature that Rainbow Dash had seen before, the tall one who seemed to drift within its yellow robes, its face perpetually watching despite its mask. Distantly, Rainbow Dash recalled that she had seen it once before, chained in the depths of Tartarus alongside Tirac and the creature that Brown had been cloned from, among so many other grotesque and terrifying creatures.

Space around her shifted again, and Rainbow Dash saw the forest change. Gone were the delicate arches of the ancient gnarled trees and the city of animals and breezies. Instead, new trees had taken their place. These trees were far taller, their widths almost incomprehensible and their wiry branches extending into a pitch-black sky as their branches and leaves swayed hungrily. The soil beneith Rainbow Dash’s feet had become swampy, and the air smelled musty and rotten.

Strange sounds permeated through this forest. They were insects, but some of a type that Rainbow Dash had never heard before that sounded almost like whispered voices. The only light seemed to come from the air itself, or from the black and course moss that grew over many things- -or from bizarre creatures that scuttled rapidly through the branches of the trees, their bodies glowing and flickering as they moved.

“Where…where exactly are we?” asked Rainbow Dash.

“The inner sanctum of the Forest. One of the most ancient places in all of Equestria. This is the homeland of the gohh.”

“Which are, what, exactly?”

Fluttershy only pointed. Rainbow Dash followed the line from her hoof, and saw something that she initially had taken for a tree. On closer inspection, however, she realized that it was the half-skeletal remains of a diamond dog, overgrown with strange vines, green slime, and mossy material.

Slowly, it turned its head toward her. Although it was long dead and planted into the ground, it seemed to still see through its plant-filled eye sockets. It viewed Rainbow Dash for a moment, and then, uninterested, turned away.

“What- -what is that? A zombie?”

“Oh no. The gohh are…well, not like us, I guess. They’re not an animal, but they’re not a plant either. Or a fungus. Just…nature, I suppose. They have no minds, but a consciousness. They are the will of the Forest, if anything at all.”

“So…you’re not really sure.”

“No.”

“And him?” said Rainbow Dash, pointing toward the drifting figure that floated at Fluttershy’s side.

Fluttershy sighed. “He is the embodiment of tragedy. The last tatters of Carcosa. He was the only creature ever to voluntarily commit itself to Tartarus, and he was my mother’s wedding gift to me.” She looked up at the creature. “You can go now. Thank you.”

It stared back, blankly, and then faded from reality into the nothingness that it seemed to prefer. Fluttershy seemed to watch him go, and then began walking. Rainbow Dash took flight and followed her over the swampy, uneven ground.

“So, you live here?” asked Rainbow Dash, looking around. Aside from the oddly large and strangely shaped insects, the trees seemed to be filled with bizarre and almost demonic looking reptiles, their bodies flattened and strangely horned. Many of them moved rapidly, the tree branches snapping out forward to grab and consume them.

“Yes. Why?”

“Because…well, it doesn’t seem like you.”

“Why not? There are so many animals. Snakes, lizards, spiders, worms…so many friends.”

“This place doesn’t frighten you?”

“Why would it?”

Rainbow Dash looked deep into the forest at the creatures that she could barely see, and at the ones whose green eyes glowed in the distance, watching her as they stood beside creatures that buzzed and hissed with strange speech. “No reason,” she said.

“This was where I came when I had nowhere else to go,” said Fluttershy, sounding tremendously sad. “And it was, and still is, my biggest regret.”

“But I thought you liked it here.”

“Oh, I do. I love this swamp, and the Forest, and all my animal friends. That’s not my regret. I regret leaving them.”

“You mean our friends.”

Fluttershy nodded. “I…I never aged. I still haven’t. But I watched them go. I saw you die. I was there when Applejack got sick, and didn’t get better. I saw Pinkie Pie die in the battle of Reedakh. Then I watched Rarity age while I didn’t until she was an old mare.”

“How did you deal with it?” asked Rainbow Dash. It was a serious question. She herself had collapsed into alchoholism, but she had only known what had happened through secondhand information. Fluttershy, meanwhile, had taken the long way through time. She not only knew that her friends had been lost, but had seen each and every one of them go.

Fluttershy looked up at Rainbow Dash with her large red eyes. “Rainbow,” she said, sitting down. “Can I tell you a story?”

“Sure,” said Rainbow Dash, sitting down herself on a large rock.

“Do you remember when we got our cutie marks?”

“Yeah! That was when I did my first sonic rainboom!”

“And I fell from above to the ground below and learned my love of animals.” Fluttershy smiled. “I started living in Ponyville. Shortly after I did, I found a puppy.”

“Oh yeah,” said Rainbow Dash, recalling the hazy memory. “I remember that! What was his name…? PrincelyPaws?”

“Yes,” said Fluttershy, still smiling softly. “He was abandoned in the rain. He was one of the first animals I took in. I watched him grow up, from a puppy into a handsome dog. We had so much fun together, and so many good times. Dogs, though, they aren’t like us ponies. They don’t live very long.” She suddenly seemed so sad. “I watched him grow old. At first, he couldn’t run and play like he used to. His coat started to go gray. I still loved him. We would still sit by my fireplace on cold nights. He eventually went blind, and got so old he couldn’t even walk. He died in my arms, Rainbow Dash. Before we even met Twilight.”

“That’s terrible,” said Rainbow Dash.

“No, it isn’t. He lived a good life, and a long one for his breed. I just lived longer. Anypony would. Do you know how long animals live? A mouse, for example?”

“I don’t know…thirty, forty years?”

“Two. Butterflies live less, even. Only a few months. Even Angel-Bunny…he lived eight years. I buried him, Rainbow Dash, and all of his children. But that’s the way it has to be.”

“I don’t understand.”

“Because we are ponies. We live longer than animals, because the other way…I still cry over PrincelyPaws, sometimes, but I know that he had to leave me. Do you think he would understand if I had died and he kept living?”

Rainbow Dash could not respond. She did not know what to say. She had never really thought about the implications of being around so many animals, the fact that even a normal pony would be guaranteed to outlive almost all of them by far. Rainbow Dash had never realized how much that must have hurt Fluttershy.

“So I’m used to it,” said Fluttershy. “And I understand it. I know why it has to happen. I love animals, and ponies, and deer, and let them move on. It’s almost like the animals knew that I would be like this, like they taught me this lesson before I even knew about this curse. But Twilight…she wasn’t the same as me.”

“What happened to Twilight?”

Fluttershy looked away, unable to meet Rainbow Dash’s gaze. “She always knew she was immortal. But when they died- -when you died- -every single time, she blamed herself. She believed that she had failed us, that as a Princess, she should have saved them. I wept every time I lost a friend, but Twilight lost part of her soul. Which is why I regret leaving her. I wish- -oh, Rainbow Dash, more than anything I wish I could go back and change that moment.”

“What happened?”

“I left her. I turned and left her. I said she wasn’t my friend anymore. We couldn’t agree on how Equestria was supposed to evolve, and how animals and nature would be treated. I stormed out, and I came here to build a new society. But…time passes quickly when you live forever. Ten years passed. Then fifty. Then one hundred. I never went back, but, Rainbow Dash…”

“She couldn’t take it anymore,” said Rainbow Dash, quietly. “She…she ended her life.”

Fluttershy nodded, and droplets of blood dripped from her eyes. “She’s the one I blame myself for. I should have been there. She lost Luna, Celestia, Cadence, Shining Armor- -and all of us. But I was immortal too! I should have been with her! Even if I was the last, I know I could have stopped her!”

“Fluttershy,” said Rainbow Dash, descending from the rock

“I couldn’t save Twilight,” said Fluttershy through her tears. “She died because of me.”

Rainbow Dash took her friend in a hug, and Fluttershy cried over her shoulder, staining Rainbow Dash’s blue coat red with her tears. “I just wish,” sobbed Fluttershy quietly, “I just wish I could apologize to her…to tell her I didn’t mean it…that she was always my friend…that she wasn’t alone…”

Rainbow Dash let Fluttershy cry in silence for a long time, releasing tears that she had possibly held for centuries. Then, eventually, Fluttershy separated and wiped her eyes with her hoof. Several hordes of parasites on her body lapped up the blood, helping to clean her. “Thank you, Rainbow,” she said.

“No problem,” said Rainbow Dash.

“I’m just…I’m so glad you’re here. Maybe with you here, I’ll be strong enough…”

“Strong enough for what, exactly?”

Fluttershy frowned and looked away. She once again stood up and began walking. “Rainbow Dash,” she said, “you’ve seen Equestria.”

“Yeah,” said Rainbow Dash, taking flight and following Fluttershy once again.

“What did you think of it?”

“It’s…well…bigger. And confusing. And different.”

“It’s an abomination,” said Fluttershy, flatly.

“Abomination?” Rainbow Dash could hardly imagine Fluttershy of all ponies thinking that anything at all could be an ‘abomination’. “I don’t know if I’d go that far.”

“It is. It has been for a long time. Do you remember when we were young? When everything was so bright and happy? I do. I’ve watched what Equestria has become for so long. The cities have pushed outward for so long, destroying everything in their path. The Forest destroyed, the animals forced from their homes- -or worse, killed and eaten. All that beauty replaced with dead steel and concrete. Rainbow Dash, I’ve come to hate ponies.”

“Fluttershy, don’t you think that’s a little harsh?”

“I gave them a chance. I waited for them to change. I hoped they would, but they just got worse. They just keep coming, hurting my friends. Did you know that breezies are considered a delicacy? Breezies! The most harmless and kind creatures, and ponies eat them!”

Admittedly, that was horrible, and Rainbow Dash knew it, but she also saw that Fluttershy had changed. Her kindness had been her downfall, and the ages had corrupted it into something far more violent.

“So I fought back,” explained Fluttershy. “I called upon the gohh. I built armies. I used the power of the Forest itself to drive them back, to take back what rightfully belongs to nature. And I started a war.”

“A war? With ponies?”

“With Thebe.”

By now, Rainbow Dash recognized that name quite well- -but still had no mental picture of what Thebe herself might be, or even look like. The closest thing she could imagine was a kind of hybrid of Nightmare Moon and King Sombra sitting atop a throne made of pony skulls or something equally gruesome.

“I’ve heard that name before,” said Rainbow Dash. “She’s the ruler of Equestria, right?”

Fluttershy nodded. “Supposedly. They say she’s an alicorn, the last of her kind, but at this point, I’m not so sure anymore.”

“What else would she be?”

“I don’t know. Any number of things. Perhaps there is no real Thebe at all. Maybe ‘she’ is just an organization, or a hereditary title. I don’t know. Nopony does. Nopony has ever seen her. Nopony even knows where she came from. I didn’t even notice that she came to power for almost a century after she did- -and she might have been in charge even before that.”

“But that doesn’t make sense. How can she rule if nopony sees her? I mean, if she doesn’t ever show up, then how would anypony even know she’s real?”

“She is real,” said Fluttershy. “That much I know. I don’t know her motivations. I probably can’t. But my fight is with her.”

“But you just said that you’ve never seen her.”

“No, I haven’t. But that’s not how she fights. The armies that swarmed into the forest, pushing us back- -she made them, funds them, supplies them. And when the Forest pushes forward, I can feel her pushing back. Killing it, and anything in it. So many have died.” Fluttershy paused for a moment. “I try. I really do. The gohh can’t die, not like ponies can. I try not to let my friends get hurt, but Thebe doesn’t care. So many deer have died. And now this…”

“Now what?”

Fluttershy looked up at Rainbow Dash. “You don’t know what is happening in Equestria, do you?”

Rainbow Dash shook her head. “No.”

“Thebe has started killing. Not just my animal friends or my Forest, either. All of Equestria is burning.”

Rainbow Dash nearly fell out of the air. She had spent so much time in relative isolation with Five that she had not even realized that something might be occurring in Equestria, or even comprehended how something so severe could.

“No way,” said Rainbow Dash. “I mean, I can see ponies fighting your gohh things, but there’s no way pony soldiers would turn against other ponies!”

“Like they have for three hundred years? Equestria is by no means peaceful, Rainbow Dash. Not anymore. Billions of ponies die a year in the endless war between the cities, and Thebe refuses to lift a hoof to stop it. But this new war has no soldiers.”

“Then who’s fighting it?”

“Thebe. Alone. And from what I’ve heard…it’s not even a real war. Nothing can stand against Thebe. It is a slaughter.”

“But that doesn’t make any sense! There’s like, a hundred billion ponies in Equestria. How can one pony fight them all, even if she is an alicorn?!”

“Which is why I doubt that she is even an alicorn at all. But she does. Surely you’ve seen one of her golems.”

The image immediately came to Rainbow Dash’s mind of the tremendous creature marching through the forest, of its glowing horn and flaming red eyes- -and how it had tried to kill Five, only to murder Gell in her place. The two disparate thoughts in Rainbow Dash’s mind finally came together: the golem was not an independent creature, but a puppet. It carried out Thebe’s will- -because it was Thebe, or a part of her at least.

“I have,” said Rainbow Dash, shivering. “It…it took a good friend of mine.”

“I’m sorry,” said Fluttershy. “May I ask…who was she?”

“Her name was Gell,” said Rainbow Dash. She smiled, remembering the long-horned pink demon. “A bit of a pervert, but she was always there for me, even when I was in a dark place.”

“Gell,” mused Fluttershy. “That’s a strange name for a pony.”

“I think her whole name was Bluntforce Gelding. And she wasn’t a pony. She was a demon.”

Fluttershy stopped suddenly and looked up at Rainbow Dash. “A demon?”

“Yeah. Why?”

“I detest demons,” said Fluttershy, continuing. “And yes, I am aware of the irony.”

“She was still my friend,” protested Rainbow Dash. “And I miss her.”

“You don’t understand how demons work, do you?”

“What is that supposed to mean?”

“Depending on my mother’s mood, you might see eventually. But tell me: how many of those golems do you think Thebe has?”

“She has more than one?”

“Thousands.”

“Thousands? Of those things?! All at once?!”

Fluttershy nodded. “They have already penetrated my nation’s borders. I have dispatched defenders, but the battles have been bloody. So, so bloody…”

“And you think she’s coming here.”

“I know she wants to. From the beginning, she has hated me. She wants me dead. But she shall never be able to harm this land. Not here.”

Rainbow Dash noticed that around her, the trees had started to change. They were no longer of many different species, but now a grove of all one type. They were tall and robust, but not nearly as gnarled or oversized as the ones before. These particular trees had rough trunks that seemed to glow slightly from the cracks in their bark as they seemed to reach up toward the black sky like tremendous leaf-clad claws.

“What are these?” asked Rainbow Dash, realizing from the spacing and stillness of this grove that they were something important.

“Werewood trees,” said Fluttershy, pressing her hoof lightly against one of the trees.

“Werewood…trees…?” As Rainbow Dash looked closer, she saw that the trunks of the trees were not perfectly straight. Many of them were twisted in strange ways that she realized were the distorted forms of various creatures, their bodies slowly converting into fully-formed trees. “They’re ponies!”

“Some are,” said Fluttershy. “Some aren’t. Look.” Fluttershy pointed to a particularly large and placid tree. “This one was my friend Treehugger. For a while, I could even hear her talk…but she hasn’t spoken in so long.”

“What…what happened to them?”

“This is what happens in advanced cases of laurlanthropy. In some cases, their bodies become trees. This grove is their final resting place. Their graveyard.”

“That’s terrible.”

Fluttershy shook her head, smiling. “No. It is beautiful.”

They both continued deeper into the grove.

“The werewoods were rejected by Equestria,” said Fluttershy. “They always have been. But I found them. I took them in. I made them my friends, and I gave them a place. They understand me, and what I stand for. This is a grove of heroes, Rainbow Dash. I have so many friends here.”

“Oh…well, I guess it’s not that bad.” Rainbow Dash found it strange, though. Extremely so.

“That’s why they’re here. To protect the Tree.”

“Another tree? Really?”

“You’ve already met this one, I think.”

The tallest and most ancient of the werewood trees finally gave way to a clearing, although their tall canopies still shaded it from the nonexistent light above. The light instead came from the center of the field, and Rainbow Dash gasped.

Before her, growing from a small mound, its roots extending deep into the earth, was a tree made of pure blue crystal, its five branches stretching upward into the air around it. It was a sight that Rainbow Dash would be able to recognize anywhere.

“The Tree of Harmony,” whispered Rainbow Dash. “But…how did it get here?”

“I moved it,” said Fluttershy. “Of course, I had help. Don’t ask me how I know, but I think it wanted to come here, to be at the center of the Forest.”

Rainbow Dash approached the Tree, recalling the first time her and her friends had seen it. This was the being that had produced the Elements of Harmony, and that which all life of the Everfree Forest and all harmony in Equestria arose from. It was truly beautiful.

“I had to protect it from Thebe,” explained Fluttershy softly. “To prevent her from using its power for evil. And now it protects me. With the Tree of Harmony, and Discord and Hastur, even Thebe cannot violate this sanctum.”

“So this is how you fought her.”

“Oh no,” said Fluttershy. “I could never do that. The Tree of Harmony isn’t made for war. It’s supposed to be for peace and unity across all Equestria…things I was never able to grant it.” She pulled herself close to Rainbow Dash. “Which is why I had to find you. To protect you, if I could. And because…”

“Because what?”

“Because you were always so strong,” she said. “So much stronger than I was. Because with you at my side, I don’t think I can lose.”

Fluttershy rested her head against Rainbow Dash’s shoulder. Togather, the two of them- -the last two living Elements of Harmony- -looked up at the crystalline tree before them, bathing in its pale glow and knowing that it was watching them back and smiling upon them.

A vast distance away, Epicenter suddenly paused. She and so many of her kind turned slowly back toward the forest that they had burned through to reach the destination that had been selected for the birth of the ultimate schematic.

They saw the impossible. One of the last two extant Aurasi signals was transmitting evidence of a Lord of Order. Visions flashed through Epicenter’s mind, memories of a dead crystalline world and the crystal tree that had loomed over it in infinite storms of Order- -and she was filled with desire. It was the same desire that she had felt back then, so many eons ago: to march toward the bringer of death, the creature that had succeeded where they had all failed, and to take what rightfully belonged to her.

Now, once again, though the eye of her kind’s children, she saw another: this one smaller, shaped into a symmetrical star. Somehow it was existing in this world- -this ‘Equestria’- -without having Ordered it. Life and Order were inherently incompatible; a Lord of Order could not exist on a planet that also held life- -and yet one did exist.

And all of them now knew what needed to be done.